
Ask HN: CTO wants me to leave - cantlookaway
I&#x27;m the tech orientated founder (the other is the business guy), not the best coder but I understand my domain and know my abilities.<p>We brought in a guy as CTO to help us move past problems we were having (feature creep, project management, enterprise level etc.).<p>The guy has a lot of experience as CTO (I had very little, also little as a coder), and he was instrumental in getting us to the point of launch where we were enterprise grade ready (as opposed to hacker ready).<p>Now he is advising me to leave, that I&#x27;m not a good coder, that he wouldn&#x27;t hire me if I wasn&#x27;t already a founder and not what the company needs.<p>I have improved significantly in the last few months from where I was  (generally unstructured development, no tests, poor formatting &#x2F; naming etc., but functional, generally coding to working with others instead of by myself) but he has said that it&#x27;s not enough.<p>We have hired another coder who I get along well with and I have learned from.<p>My question is, does he have a point? Is this something that is common? Has he overstepped the boundaries?<p>EDIT: He&#x27;s not asking me to leave now, since I&#x27;m still desperately needed, but in 3-6 months time after we have raised more funding.
======
gtCameron
The question I would try and answer if I were in your shoes is the following:

Does he want me to leave the company or does he want me to stop writing
production code for the product?

If its the first one, there is likely a personal issue between the two of you
that needs to be resolved one way or another.

If you think the second option is what he is really trying to communicate,
then I would look for other opportunities to contribute to the company. It
sucks to grasp your own limitations and admit that you might not be a good
enough coder to contribute to the product at this point, but this is a
critical time for the future of the product. Any technical debt acquired at
this phase of development is going to be very costly to pay off later since
you are developing the core of the system.

However, you are a founder of the company, and I am assuming very passionate
about the company's mission as well as financially motivated to see this thing
through. There are tons of jobs that will need to be done as you guys grow,
and each one of those is an opportunity for you to contribute above and beyond
what a new hire off the street could accomplish. A lot of those jobs can also
take advantage of your coding skills to either automate processes or utilize
your deeper understanding of how the product works to better support it.

This is of course assuming that you guys have the cash in the bank to pay you
for this work, if that is not the case then the situation is a little trickier
and you will have to explore other options.

~~~
rmrfrmrf
I was under the impression that "co-founder" carried a lot more weight than
CTO; is this not the case? My gut feeling was that, if I were in the co-
founder's shoes, I'd fire the CTO immediately.

~~~
lawnchair_larry
This would be dumb though, because it would tank your company.

~~~
PeterisP
Leaving the situation as-is would tank that company.

In a small team, infighting is a much bigger threat to survival than losing
skills/results of any single individual.

~~~
emn13
Hmm, I'm sure infighting is bad, but often enough individuals do have skills
and in particular experience with the setup and/or code and/or business
contacts that the startup has made that you're not going to find a replacement
nor train one without losing lots of time and money. Certainly that's an
avoidable risk with effort, but I'm pretty sure that some level of infighting
may be less risky than losing certain individuals.

------
hoodoof
Listen ‎Eduardo Saverin:

FIRST THING GET YOUR OWN LAWYER AND TALK TO THEM NOW!

The key question here is : do you have equity, and how much equity do you have
in percentage terms?

If you are an equal cofounder, then when someone turns up and says "you have
to leave cause better people have been employed", you say "fuck off". Think
about it - EVERY company that grows will employ people who are better than the
cofounders in some way, that is the whole point. You are the FOUNDER, you
brought value to the company early. Just because smarter or more experienced
people have been employed in no way devalues what you did in the early stages.
In fact this is PRECISELY what is meant to happen. Do you think that
Zuckerberg is the best developer at Facebook - legend may say so but it's not
true - can't be. So should Zuck be fired cause he's not their strongest tech
guy?

You also need to think separately about your rights as employee and rights as
a shareholder/owner - they are not the same thing. You DO have clear contracts
as both employee and shareholder DON'T YOU? Those contracts specify (or should
specify) your rights.

And who the fuck does this guy think he is that he can tell a cofounder to
leave? You are his BOSS.

DO NOT LEAVE. And if you do leave, DO NOT SELL YOUR SHARES IN THE COMPANY -
just say "I want a MASSIVE payout to accept being fired, and I WILL NOT sell
my shares as part of settlement". Hang on to those shares because now these
guys are going to do all the hard work in growing the company and you can
chill out and do other things and when they IPO, you'll take home your share.
And if this is the path you take, look out cause some time in the future they
will try to play a legal game in which you hang on to your shares but they get
diluted down to almost nothing. This cannot happen if you are careful to look
out for it.

This is all on the assumption that you do have equity and contracts in place.
If you don't, then you should go and watch "The Social Network" repeatedly
until you learn your lesson.

~~~
pedrosorio
"Do you think that Zuckerberg is the best developer at Facebook - legend may
say so but it's not true"

What is this legend? I think everybody is aware of the fact that the
infrastructure that allowed facebook to scale was not (and probably could not
have been) built by Zuckerberg. He had guys like Adam D'Angelo working for him
from the beginning.

~~~
hoodoof
The employees of tech companies with charismatic leaders sometimes elevate
their Great Leader to legendary status in their field of expertise, whether
its true or not. Worshipping is part of the tech company cult thing - you do
see the parallel of course with cults and tech firms? There will be plenty who
believe the Zuck is the best coder there or amongst the best at least.

------
avenger123
It looks like you have real equity in the company and there is possible
traction in the business.

You are a co-founder. That counts for a lot. I am also assuming that your
equity stake is significant.

First of all, deal with this right now. Don't wait for the 3-6 months. You are
basically being told that once they have raised money, they will find a way to
get you out. Right now, it's a fishing expedition between the CTO and the
other founder. Will you be a nice gentle person and go along with their
approach or are you going to turn into an attack dog.

You likely have tremendous leverage right now due to this funding round coming
up. They will not want to rock the boat. But this is exactly when you should
be doing it as I don't believe the "we need you" bit means anything other than
"we don't want you to f __k up our funding round coming up ".

At the end of the day, if they really want you out, they'll find a way to do
so. The main thing is that you got to get on the offensive and make sure if
you do end up leaving the company, you've left on the best financial terms
possible for yourself. Make them pay. In fact, throw out a number you are
comfortable with and have them pay you out from that in the next funding
round.

If you approach this as "what's best for the company", you have already lost
because that's not what this CTO and your other founder are approaching this
from.

EDIT: You should provide some more detail on the equity position you have and
how formalized it is (ie. proper contracts). Being a co-founder isn't about
just writing code. As others have said, if you have significant equity, you
have a lot of power. Don't underestimate this.

~~~
snorkel
That's a good point: They don't want to you to leave now, so leverage that.
But this situation is not fixable by staying at the company. Recognize the CTO
and CEO want you leave when it's convenient for them, and that's it's probably
a personal issue, they probably don't like,working with you or else they
would've suggested some other role for you. So find a way to leave now with
your equity intact, with the help of a lawyer.

------
9oliYQjP
First off, I'm sorry about your situation. Nobody here will be able to judge
with any degree of accuracy whether he has a point. I personally would not
look at this situation as a technical one; this is a business relationship
situation.

Regardless of whether there is any grain of truth, the CTO has lost confidence
in you. Not just a little bit. He has asked you to leave. The rest of my
advice assumes the CEO (your co-founder) has quite a bit of confidence in the
CTO. If that is the case, I'm not quite sure you can come back from having the
CTO asking you to leave, nor am I certain you should.

I think it would be advisable to talk to a lawyer to see how you can cleanly
and professionally leave on your own terms. Save the emotional stuff for
friends and your alone time. You will no doubt need to grieve (this was your
baby). But I think it would be better for you to be proactive about leaving
and professionally extract yourself from this situation. That said, make sure
you know your rights and what your contracts entitled you to in such a
situation.

Once extracted, take your hurt pride and prove them wrong.

~~~
cantlookaway
Thank you for taking the time to respond.

> The rest of my advice assumes the CEO (your co-founder) has quite a bit of
> confidence in the CTO.

This is the case, it is in my interest however to remain in the company
because my equity is vested, the sooner I leave the less I will get in return,
apart from my time, and opportunity cost I invested all my personal wealth.

~~~
shazow
If you can come to some agreement with the CEO/CTO, it's possible to
accelerate a portion of your vesting for your departure. Or, since you said
they want to wait until the company raises funding, you could negotiate some
other kind of severance.

Either way, if possible, figure out a compromise which feels fair for
everybody involved. This doesn't need to be completely one-sided.

~~~
bigiain
This.

Being asked to "leave in 3-6 months" is the new CTO's opening gambit in the
negotiation you're about to start.

Your _worst_ negotiating option will be to say "OK, bye".

Work out what you want.

Work out your best idea of what the CTO/company wants (depending on what you
want, the first step here is most likely to be asking them outright - if what
you want most is to get rid of this CTO, this step will need to be approached
much more subtly and delicately, and probably with someone much more
experience helping you out).

Work out some "next best alternatives" to your optimal outcome, and what you'd
accept as compensation for agreeing to those non-optimal alternatives.

Mostly though - work out what _you_ want - and why, and once you've done that,
look at it with the most objective view you can and determine if it's actually
plausible and realistic. (To be honest, a guy who wasn't even writing tests a
few months ago _isn't_ going to be the technical lead or chief architect of an
enterprise software startup - at least not a startup with a high chance of
succeeding or getting serious funding. Be realistic here.)

If it's just the vesting(/money) - you'll negotiate one way. It's it's
actually an ego/ownership/founderdhip issue for you, then acknowledge that (at
least to yourself) and work out how to negotiate your desired outcome while
keeping that perspective firmly in mind (and seriously, think about whether
you need to rethink that - if it's mostly an ego thing).

------
anigbrowl
He's trying to fuck you over. Remind him that he works for you, not the other
way around. Start looking for his replacement. Check with a lawyer about the
security of your own stake and make sure you are good with the business guy,
because the CTO has probably been whispering poison in his ear about you.

~~~
bradhe
> He's trying to fuck you over.

Do you always assume people are full of malice based on one side of the story
or...

~~~
sfall
I would be pissed that out of a four "man" team (2 founders, 2 employees) that
the first employee would have the gall to ask them to leave. How is this
acceptable? Only in the world of companies seeking funding.

If the CTO came and said hey in 6 months I think we should discuss you
stepping away from coding and into a new role. I wouldn't want to hear it but
if they told me to leave my very small company I would think they crossed a
line. The CTO maybe management but he isn't the owner.

------
carbocation
You have phrased this as an almost apologetic post, focusing on your ability
to write code. An analogy to medicine might be worrying about your ability to
take a good history and physical exam, but in the meanwhile the patient is
bleeding in front of you.

The problem is not your ability to write code - the CTO even admits as much
when he says he needs you now but wants to replace you later. Your code is
desperately needed. But I don't really care about this.

Assuming a normal situation, the company is yours and your co-founder's (by
ownership), and the CTO likely has a small amount of equity (relative to
yours). In an early stage company that hasn't yet raised money, your company
is basically an extension of yourself. You don't have responsibilities to
shareholders or employees because you don't have either yet. You have a
responsibility to yourself and your vision. The CTO did not found the company
and that alone tells you that you have some amount of vision, ability, or
ability to take advantage of chance that he did not have.

If you want to remain involved in the company, and it seems that you do and
should, then you need to clarify for the CTO where the boundaries of his
responsibilities lie. His job is not to ask you to quit, and he may be beyond
the point where you can continue working with him (or not - I don't know
enough detail). But if he is to continue working for you (and do recall that
he works for you at your pleasure), he needs to focus on solutions that don't
involve him trying to fire you.

Most founders don't end up coding very much after their companies grow, and
the CTO may be hopeful to get more experienced programmers working for the
company. But there are about 10,000 miles in between "we should hire people
with deep experience in X" and "I want you to leave the company." The latter
is a political gambit that needs to be dealt with after careful consideration
in a way that shows teeth.

~~~
gaoshan
>You have phrased this as an almost apologetic post

And I bet this is why the CTO has taken the path that they have. They sense
the same thing that we sense from the tone of this comment so they are going
after that perceived weakness.

~~~
cantlookaway
I am a very easy going guy who dislikes confrontation, I also assume the
people I am working with are my peers, and treat them as such.

~~~
wpietri
Hi! I'm the same way. That's an excellent attitude to take with people who
behave well. But for those who don't, you have to fight them. Certainly for
yourself. But if you want to found companies, you're going to have to learn to
fight _for everybody_. Because otherwise one person who enjoys confrontation
can make your company a nightmare.

So if you're reluctant to fight for yourself, fight for your colleagues,
current and future. And honestly, I think it's good in the long term even for
the people you're fighting. To be happy, we all need to learn to respect other
people.

------
jonsterling
I don't know anything about business or founding a startup: but as an engineer
in one, if you have hired a CTO who is better at engineering than you (kudos!)
and he/she has asked you to stop writing production code, you should listen.
Coding "for old times sake" is pretty damaging when a team of actually trained
engineers has just got your old broken code-base under control and instituted
better engineering practices. This is part of the typical startup lifecycle:
the code that got you here isn't going to get you to the next place, and it's
your job to find, hire and enable better engineers to get you to the next
level.

But if he actually is asking you to leave the company? He can fuck himself.
But seriously, if it is clear that you are hurting more than helping by
writing code, please stop. Keep learning, and ease into contributing again
slowly.

~~~
cantlookaway
> if you have hired a CTO who is better at engineering than you

He doesn't do development himself(he does review everything before it goes
into the production branch), simply that he knows better developers than I.

I have re-written much of our original code to a point where it is of good
quality, both in it's intended role and in readability.

I did have a habit of cutting corners which later came back to bite us but
that is not the case anymore.

~~~
dchichkov
That's pretty sleek. He is in a rather powerful position then.

~~~
cantlookaway
How? I would have thought that the improved and existing code base being my
work would strengthen my hand.

~~~
mattm
No offence but you seem a little naive and/or inexperienced. In addition to
the strong recommendation to get your own lawyer now, I would suggest you read
"The 48 Laws of Power" by Robert Greene to get a crash course in things people
do to try to obtain power. You may begin to see the CTO in your situation in a
different light.

 _HINT: This has nothing to do with your coding ability_

------
Bluestrike2
You need to hire an attorney, one who works in business litigation (if you can
find someone specializing in minority shareholder disputes, that much the
better). Right now. If you're delaying on this point out of some idea of
wanting to "try to fix things first" or "not wanting to be the bad guy,"
you're just shooting yourself in the foot and downing blood thinners to keep
the wound from clotting. Working with an attorney is not the same as filing
suit, and you will never be worse off in this sort of situation for having
sought outside counsel. You also need to find your own attorney; the company's
counsel works for the company itself, not for any of its investors,
executives, or employees.

Judging from your story, your situation is pretty clear: you're being
squeezed-out. Sadly, it's not uncommon. Though he might not be asking you to
leave right now, framing it as in a few months is just an effort to (i) get
some additional benefit out of you, and (ii) give them the time they need to
break you.

There are two possibilities right off the bat: (i) the CEO is involved, which
is likely given the difficulty involved in squeezing-out a shareholder + 50%
co-founder; (ii) the CTO is working alone, hoping to push you out the door and
benefit in some way from the resulting vacuum. In either case, you can't move
forward without speaking to an attorney. And don't you dare think for one
second that you can "just talk to the CEO first."

Already, you're talking about things as an employee rather than an owner.
That's your first mistake. An employee might be able to be kicked to the curb,
but you're not just an employee. You've already made a significant investment
into the company, and from their perspective, an ideal/successful squeeze-out
is one that deprives you of that ownership interest entirely. Most of these
efforts are successful because they manage to position the person being
targeted in a position where they just roll over. Ideally, they force the
person being squeezed out to choose to quit rather than actually be fired. It
seems like that's the CTO's goal in your situation.

That said, there are few programmers, in my opinion, whose work is so bad that
there is zero potential for future improvement. Considering the costs of
pushing you out, you'd have to be doing a hell of a lot more than just writing
shit code to justify termination. Given that they want to wait until _after_
additional fundraising rounds are completed, I doubt that your involvement
with the company is nearly so problematic. Besides, you already stated that
there's been a clear improvement in your code.

I was in a similar situation, once. I was foolish, stupid, and trusted a
friend I've known for years. I did the development work, partner A brought his
business skills and industry contacts to the table along with his money (and a
third partner, B, as well). Did the work, but during that time, there was no
sight of their money. One of the earliest clues I was going to be screwed was,
when discussing fundraising, A mentioned his own deferred pay. Something I
thought slightly peculiar given that he was supposed to be investing his own,
significant funds along with B. Plus, I don't believe that he actually did any
measurable work during the time period that would justify it based on what I
knew at the time. Investors are rightly finicky about deferred salaries, and
the bar is pretty high to justify them.

When we were at the end, I found myself being squeezed-out: in the end, they
apparently figured that it'd be cheaper to outsource to some ridiculous
"startup in the box" type of company rather than deal with my deferred pay and
the long-term consequences of a third founder's ownership interests) even
though doing so would delay things by a couple of months. They even managed to
time things well: the weekend of my grandmother's funeral, after A had been
told about it, they dropped their little bomb on me. The only good thing was
that they walked away without getting a single line of code that I'd written.

My parting was anything but on good terms. Eventually, I wound up not pursuing
the matter in court--talking it over with my attorney, it became quite clear
that the legal fees of fighting them would be ruinous. That partner C was a
shyster of an attorney, and all evidence suggested that they'd just try to
wait out the expensive clock rather than consider settling. After all, the
cost of doing so would be pretty minimal. Litigation is uncertain and
expensive. Painful though it may be, you never _ever_ litigate on principle.
Not if you have any brains at all.

Even though I would have likely prevailed given the facts, I would have come
up horribly in the red when it was done. A pyrrhic victory and no more.
Choosing not to go down that route was one of the harder decisions of my life,
made all the more difficult by the knowledge that they had, quite literally,
taken even my grandmother's funeral away from me.

Oddly enough, I'm probably better off for it now that I have some distance and
perspective to look back. When they launched, it was unobserved and
uneventful. Even now, they're unknown with almost no traffic and engagement.
They've also made a number of bad mistakes that I had identified--often
through trial and error--that I had told them about. It was a submarine rigged
for silent running, deep and quiet, that's never bothered to surface for air.
All of partner A's vaunted experience and extensive media contacts in the
industry proved for naught in the end. Eventually, they'll simply wither and
die on the vine. Had they not squeezed me out, no doubt I'd still be hanging
on trying to turn things around. After all, who abandons a friend? It was
quite the learning experience, albeit an incredibly expensive one.

Luckily, you can avoid that sort of experience by acting now to protect
yourself. Document everything, save all of your emails, chat logs, download
and archive _all_ Github comments on everything that you've worked on, as well
as everything else you can. Make sure that you're also grabbing copies of
emails off any servers/accounts they might have access to. Even though it will
create problems if there's any litigation, there's a high likelihood that
they'll do something foolish such as delete them.

You have a lot going for you right now that'll help you. First, you're
obviously still needed to help their raise funds. Second, investors are scared
to death of founder disputes. If any potential investors even sniff the
possibility, they'll run and never look back while your current investors will
raise holy hell, even if the CEO+CTO were able to find some fig leaf of
justification. It also implies a deviousness that will scare investors; if
they're willing to screw a friend and risk such a serious dispute, then it's
also possible that they'll wander into similar situations in the future.
Particularly in the early stages, investors and VC firms don't have to put up
with that sort of bullshit.

This gives you an absurd amount of leverage: you have the ability to single-
handedly kill their fundraising efforts now and in the future. You need to
call your attorney and start using it. At the very minimum, it'll put the
breaks on any plans they're currently working on. At best, it'll help you move
forward as a company without having these sorts of problems lurking about in
the shadows.

~~~
sergiosgc
I'd go for a shorter version, but: yes, you are right on. Important points:

1\. Have legal counsel

2\. Deal with the issue now, not later.

I'd get a lawyer and fire the CTO. Small teams require absolute trust, and
that is now breached. You'll find out in the process how the CEO aligns. Give
your partner a heads up, but don't let yourself be moved from the task of
firing the CTO.

~~~
sillysaurus3
_don 't let yourself be moved from the task of firing the CTO_

Would that have a chance of ripping the company apart if the CEO was agreeing
with the CTO? It seems like there's probably nothing to gain from the corpse
of a company, so would it be better to avoid that?

~~~
shin_lao
If the CEO agrees with the CTO, then the company is dead.

It means the CTO is on a mission by the CEO, who was unable to speak directly
with his cofounder.

~~~
sadfnjksdf
> the company is dead.

No, it's not. It means the relationship between the cofounders is severely
damaged. The company may be fine.

Everyone is making the assumption here that what the CTO is doing is wrong. It
may have been the right thing to do for the company. It is just the wrong
thing for the OP.

I think the OP should lawyer up, try to get fairly compensated for his
contributions, and end the relationship.

Business is unemotional. Those that invest their life into a business are
emotional. Be true to yourself and it is ok to love what you do and enjoy who
you work with and what you work on, but when it comes down to it, it is a job.
Founders are no more special than any others. As soon as you start making
significant progress from idea to product, ensure that you have clear written
contracts setup.

There should really be a site for those beginning their company that provides
sample contracts and talk about about the pros and cons of each approach for
ensuring that when relationships end, things are handled in manner civil and
with prior understanding of how things work. It could only be a good thing,
because the incentive will be there to work more effectively in order to
contribute in a way that will end in value immediately and/or later,
regardless of the outcome. There are a lot of people that specialize in
helping people in this regard, but I can't think of a site that is
specifically for the purpose I'm speaking of.

~~~
stormbrew
> Everyone is making the assumption here that what the CTO is doing is wrong.
> It may have been the right thing to do for the company. It is just the wrong
> thing for the OP.

Barring the question of whether the OP is just lying about what's going on (so
taking as given that the concerns raised are technical proficiency and that
the CTO is asking the OP to leave the company and not just to lay off doing
production coding work), I'm curious if you can explain under what
circumstances this would be the right thing to do?

Undermining someone like this strikes me as probably almost never the right
thing for the company. It's toxic and destroys trust in all directions.

------
balls187
This is _your_ company. Not the CTO's.

It's time to have a frank discussion with your co-founder and decide what is
best for you and for the company.

It may ultimately be best for you to step down, but it shouldn't ever be
because of your technical abilities, and it shouldn't be because the CTO
believes you should.

There are lots of things you can be doing, and the fact that you CAN code
(even if it's not high level) is huge.

There is testing, blogging, social networking posts, Google Analytics,
SEO/SEM, recruiting, buying office supplies, soda runs, customer outreach,
marketing, more testing, design, investor outreach, product management,
program management.

You have so much that you can do, that unless you are a liability (past
convictions by the SEC), or so caustic that you are the direct cause for the
companies failures, that you still have an important role at your company for
many years to come.

And if you do stay, it's time to put the CTO on notice, the CTO works for you.

------
nashequilibrium
I really don't understand this story, most tech entrepreneurs with successful
companies have to hire people better than them, mark zuckerberg, jack
dorsey(especially the twitter guys), snapchat etc. You 2 guys are the founders
and hired a CTO and the CTO is telling you to leave, imagine the CTO of
snapchat telling Evan Spiegal who cannot code to leave, it just doesn't add
up.

If i had to guess, your cofounder who is the business guy realizes that the
CTO is a better coder than you and is trying to push you out and offer the CTO
a better share of the company. You really need to stand up for yourself, do
not limit yourself or feel inferior, i mean even Larry and Sergey had to get
better programmers than them.

------
thejosh
"EDIT: He's not asking me to leave now, since I'm still desperately needed,
but in 3-6 months time after we have raised more funding."

Means they do actually need you, the CTO is waiting for a payday before
kicking you out for a higher stake. Tell the CTO to go stick it if they need
you before funding but not after.

------
Paddywack
I had something like this happen to me (on a larger scale) - I folded, and
regretted it for years.

Firstly - go straight to see a lawyer. Do not consider anything else before
you have done this. Play hard, don't blink!

Secondly. If things don't go your way, play the long game and take your time.
Make sure that they know that this will not be resolved quickly, and that
having this hanging over them will frustrate their attempts to raise capital.

Behind the scenes this is what I think is going on:

1) The CTO is more experienced, and thinks he is entitled to more than you as
a result (you seem to agree that you are relatively inexperienced). He cares
little about loyalty and honour as he was not there to see you slogging it out
in the early days.

2) What you have set up must be worthwhile and be starting to get valuable,
otherwise you would not have attracted a "good" CTO.

3) My thoughts are this is part of the play to attract equity:

\- They probably don't want to dilute too much, so would love to grab your
shares back before the deal so that they can neaten things out for the new
investor

\- They probably want the new deal to include shares for the CTO. He is
probably niggling for this, and the CEO would prefer to take yours than dilute
his.

\- They want to put forward a team that has the most value for fund raising.
They want solid credentials, and probably feel that yours don't fit the bill.

Good luck hey!

~~~
hoodoof
What happened to you?

~~~
Paddywack
I co-founded a company that grew to around $200Mil valuation in three years
(not big by your guys terms, but exciting for all involved). We realised our
own limitations, so we brought in the big guns to take it to the next level.
One year on they got rid of four of the four founders and shafted us over
vesting - taking about $18mil off each of us.

There are two sides to every story - we didn't adjust well to being bossed
around. But at the end of the day, once they decided to get us out, they
played to screw us over entirely. All I expected was to be treated fairly -
how naive. For example, their lawyers pounced on me as I was leaving my moms
funeral (still in the church grounds) - knowing that this was where I was.
Eventually I just wanted out - I took a ridiculous offer of just getting my
initial investment back because I was disgusted at them and wanted to move on.
Next time I would dig in more!

Edit: ONce I left it took a while to get over, but my life has been amazing
since then, so all good!

------
geuis
This is your company, not the CTO's. It's time to fire him.

The ability to code really doesn't have much to do in the long run to the
company success. Of the two founders at the company I work for, both could
code but one hasn't in a long time and the other only does on occasion. As the
team has grown, their responsibilities have shifted. Yours will too.

~~~
invalidOrTaken
Fire him, or _something_. Unless you're some weird 1% founder and the CTO has
a 10% stake, this is simply not his call to make. Even suggesting it is _out
of line_.

Programmers get fucked all the time because they lack power in companies, even
over things that aren't particularly their fault. You may fancy yourself as
someone who is enlightened and listens to his employees. All well and good,
but you are not obligated to participate in your own ousting.

You took a bunch of risk, did a ton of work, etc. This is the time to harvest
that, not be obsessed with justice. He can start his own damn company if he's
so smart.

------
hansy
Provided you're not writing anything that detrimentally impacts the product,
there's no reason for you to leave. It's your company.

Now I say this not so you can sit back and let others do the hard work, but
for you to figure out how else you can contribute. Every startup, hell every
mature company, has issues to deal with on a daily basis. I would be very
surprised if there wasn't something else you could be doing for the company.

Worst comes to worst, your job from here on out is to do the tasks nobody else
wants to do. From a technical perspective that could mean things like
sanitizing the database (if it needs it) or going back and writing some good
tests for already-implemented code. From a business perspective, this could
mean researching, scraping, generating leads to customers, users, etc. Hell,
you can even be the glorified secretary by helping others manage their day-to-
day tasks, schedules, appointments. Be the office janitor. Be the guy they
send to campus events to talk to students.

If you can no longer contribute to the code for your product, that's OK.
There's a million and one things you can do outside that realm to support the
product as well as your teammates.

Of course you can always buckle down on your coding game and get better at it.
Take online courses. If you (and your company) can afford the time and money,
go to one of those schools that teach you to be a better programmer. Tell your
CTO that you want to get better and want to learn from him/her.

Be the glue that holds everyone together. Be the swing man that can bounce
from activity to activity and ensure everything is running smoothly. Be the
founder who's relentlessly resourceful and continues to move the company
forward in any shape or form.

------
mefistofele
This "enterprise grade" terminology is suspicious. Did this CTO come up with
that as a way to sell his value?

Too often in our industry the word "enterprise" is a smokescreen. Did he bring
some real value to the table in terms of what the customer is seeing, or just
some basic good development practices sprinkled with magic "enterprise" fairy
dust?

Regardless, I have to agree with the other commenters. This guy is not your
friend, he is not being straight with you, and he is not looking out for your
interests. He could be a massive sociopath asshole, or maybe just an
aggressive alpha nerd who doesn't know how to deal with personal problems.

Make sure you're protected. Your equity and your relationship with your
cofounder are the two most important things to get covered against this guy,
in that order.

~~~
mabhatter
there's a fundamental problem here if the "CTO" can talk down to an owner like
that. Obviously YOU didn't hire the CTO, because he doesn't see YOU as his
boss. There's already another conversation with this guy that you weren't part
of. for sanity sake, get a lawyer to claw back what you can, and cut anchor at
the next funding round. If you're straight forward that you want out then that
might even make the new funders feel better. Just be sure to drop hints that
this CTO needs to be cut out of ownership....

------
tpae
If you are a founder:

\- Are you needed?

    
    
       - yes: then stay.
    
       - no: Do founders hate me?
    
         - yes: get the legal stuff ready, leave with compensation.
    
         - no: Do you have future plans for contribution?
    
           - yes: then get to work!
    
           - no: Do you like your job?
    
             - yes: then get back to work, make contributions.
    
             - no: then why are you asking this question?
    
    

I also think that having a CTO does not mean there can't be a technical
founder. You can find other things to do, such as build product roadmaps, and
with basic technical understanding, you could make positive contributions, not
through lines of code, but through the bigger picture.

Reading your post sounds like you don't have self confidence, but you got to
find your edge! It doesn't have to be coding. There's more to a startup than
lines of code, and if you were there since Day 1, you've already done much
more for the company than the CTO. Feel better about yourself, and take a
pivot on your perspectives.

------
marknutter
Uh, you are a founder. Nobody asks you to leave. You took part of the risk to
start the company, the new CTO did not. He does not get to tell you to leave.
Ever. Period. I'm actually shocked that you're even considering it.

------
the_cat_kittles
It is REALLY stupid to tell someone you want them to leave in 3 months. Why
not wait until three months have gone by? My totally uninformed guess is there
is some kind of long game / ego thing at play besides just actually ability to
contribute. Don't feel ashamed that you aren't the alpha tech. If you are
trying your hardest, and especially as a cofounder, you would be more than
welcome at any company I have ever worked at.

~~~
orthecreedence
And why would you tell someone this _right before fundraising_? What a great
way to fuck up your round...tell a cofounder you don't want his ass around in
3 months.

Oh, by the way, can you come to this meeting and pretend you're happy here?

------
jw2013
> My question is, does he have a point?

No. He is making the wrong assumption here "that he wouldn't hire me if I
wasn't already a founder and not what the company needs". First you ARE a
founder- I genuinely do not believe you can't learn the knowledge you needed
given how motivated you are. And you are learning. Second, he already admit
you are what the company needs (at least during this 3-6 months), so why is he
BS you to leave? He's mindset is so wrong for the startup world, just assuming
things will take-off and by-then you are not needed anymore. You are
desperately needed now; that makes you valuable. Your company probably can't
make it to the next milestone in 3-6 months without you, at least it will take
longer to hit milestones longer without you. You are valuable, and you feel
for the company, just tell him that.

> Is this something that is common?

Yes, but not quite often at this early stage of a startup. I smell some
politics of him. Do you two get along well besides tech issues in the company?
Since he knows you are still desperately needed now, and he is still making BS
about advising you to leave, I can only conclude he probably does not like you
(not just in tech realms), and he clearly does not care about the success of
the company as much as I do (the company still needs you to be successful at
least at this stage of growth).

> Has he overstepped the boundaries?

First thing first, just learn things you need to know fast. You will know when
you are making great contributions to the company, and you want that. Don't
let your CTO stops you from that. At least when you are working, don't think
about the issue with him and grow fast as a coder. I suggest a conversation
with him off the work time. If I were you, I would like to know if he had
issues with me beyond his doubt in my tech ability.

> It is in my interest however to remain in the company because my equity is
> vested, the sooner I leave the less I will get in return, apart from my
> time, and opportunity cost I invested all my personal wealth.

Did you have cliff in your equity vesting? If so have you past the cliff
period? I really don't recommend you to leave before all your cliff equity are
vested, otherwise you will get next to nothing. Manage to stay with your
company at least in the cliff period. Your company wouldn't make this far
without you, your company owes you that, and you know through what it should
pay you off? Equity. So just manage to get the credit where credit is due.

\---

May the best luck be with you.

~~~
asabjorn
I agree that it is a red flag that the CTO on one hand admits that the co-
founder is valuable in the 3-6 months it takes to raise a round, and on the
other hand asks him to leave after fundraising. At the very least this seems
to indicate that the co-founder is essential for fundraising.

I want to stress that you as a co-founder should never let anyone talk you
into staying with the company through fundraising and then leave. Telling an
investor that a co-founder is leaving just after fundraising does not instill
confidence, and planning to leave without telling prospective investors
violates their trust. If you do this then you'll get a bad reputation with
investors and it quite honestly makes you look like a bad person, so don't
ever do that. If the cap-table needs to be redistributed and fixed up do the
cleanup before the prospective in-laws come over (investors), as this kind of
mess benefits no-one.

------
headhuntermdk
It's your company.. If your CTO is approaching you like that, send him packing
with a pink slip. Do not pass go, do not collect $200.

There is a hell of lot more to building a company than just code and if he can
talk to you any way he wants to without any consequences, then you have truly
lost.

As others have said, you are __supposed __to hire people better than you, but
that doesn 't mean you have to take shit from them either.

Bottom line is don't be a doormat and be prepared to put "boot to ass" if
necessary.

Good luck

------
dvirsky
I was once offered the job like this CTO, taking over from a less experienced
co-founder, with his consent, while he remains in place. I didn't take the job
for other reasons, but I would never have done what this guy is doing to you.
And if I had, the CEO would probably fire me.

If you were really that bad, your co-founder CEO should have parted ways with
you already. But of course you're not - just the fact that you are aware of
your limitations and learning as you go, is evidence of that. I've seen bad
technical co-founders, and they are NOT aware of their limitations usually, or
don't care about it. And BTW for the quick-n-dirty prototype part of a start-
up's life cycle, having crap code is perfectly fine IMHO - as long as you're
aware of it and it's a conscious decision.

But if that really is the case (and I doubt it) - and it's for the greater
good of the company that you will be fired - you should be very well
compensated for your time and effort, as other have mentioned. I've actually
seen another situation at a start-up where this was in fact the case, and the
company was better off firing a co-founder. It was painful but he was
compensated and got to keep most of his shares, so it was probably for his
interest as well (though I'm not sure he realized it at the time).

------
WoodenChair
Let's assume that what the CTO says is true: you're not a good enough coder
that you're any longer needed on a day-to-day basis in a few months. You're
still a cofounder and I assume owner of quite a bit of equity of this company.
Can't you talk to your other co-founder and find a different role for you on a
day to day basis so that your stock still vests?

Or is this all about money/power? Is the new CTO threatened by you for some
reason or trying to consolidate his power? Does the new CTO just not like you?

If you and your other co-founder are even remotely close, you guys need to
talk. Sit down and figure out what other roles work for you at the company.
Perhaps you will need to move out of management and become something like a
"developer evangelist" or "head of support". Anything to keep vesting, right?

------
cheetahtech
I say tell him to fuck off. No offense to him or you, but if your willing to
keep learning code, then say no and don't look back.

The great thing about being human is our ability to learn. If your willing to
learn, then there is nothing to argue about. You want to keep doing this and
that is that. It took me 7 years to get where I am now, but I believe I am
excellent at coding, where I didn't know anything 7 years ago. So if your
willing, tell him to back the f off.

------
mgolawala
He has overstepped his boundaries. The CTO works for the founders, he cannot
really fire you (asking you to leave is just a polite war of phrasing it).
Remind him that it is the duty of any smart manager to hire people who are
smarter than him. That is what you did.

My guess is that your position with your cofounder is rather weak at the
moment. The cofounder is probably stepping back and saying "This CTO guy knows
what he is doing and if I have to choose, I would much rather go with him".
That is a tough situation to be in. If that is true, it isn't your CTO firing
you (he is just the front man), it is your cofounder. In fact, ONLY your
cofounder can fire you (or your investors if you have sold them a big enough
share).

------
camus2
You founded the company,doesnt matter how bad you are at coding there is more
to running a company than coding skills.

I'd fire the CTO,no matter how good he is,you're the boss,he is merely an
adviser,he shouldnt be talking to you like that. What matters in business is
loyalty, not skills.You'll learn it soon enough.

~~~
Silhouette
_What matters in business is loyalty, not skills._

And what matters even more than loyalty, in this kind of game?

Contracts.

If this is getting ugly, and the company has a product/service that could take
off and be worth serious money, your only friend is your lawyer, and your
primary assets should words with some signatures underneath.

And if, heaven forbid, we're talking about a cofounder who _doesn 't_ have a
rock solid contract, the time to fix that is right now, with the help of that
lawyer, while leaving immediately still appears to be a significant threat to
the business.

~~~
Im_Talking
Dead on.

------
Silhouette
_EDIT: He 's not asking me to leave now, since I'm still desperately needed,
but in 3-6 months time after we have raised more funding._

Then you are in a relatively strong bargaining position now, but it will
probably get dramatically weaker very soon if you do not act.

I agree with those who said you need to take proper legal advice about how
secure whatever stake you have in the company really is if they try to take it
from you. For example, it is surprising that you mentioned any problems with
vesting; as a co-founder, do you not have a certain share of the equity
outright? Remember that you are wearing at least two hats here, one as co-
founder/investor/equity holder and the other as original chief geek, and
hopefully these are completely separate.

In any case, if they need you to get to the big time, then you are in a good
position to negotiate mutually acceptable terms for your future and should
take immediate steps to do so. It sounds like the best outcome might be a
(hopefully amicable) separation, if the professional relationship doesn't look
like it has a future, but in that case you're well within your rights to
expect fair compensation for anything you're giving up.

But before you do anything else, talk to a lawyer who specialises in this kind
of subject, discuss the details of your exact situation, and take advice
accordingly.

------
benologist
Tell him if he'd like a different boss he should work for a different company.
It's your company, he's your employee, and he shouldn't have taken the job if
he didn't want to work with and for you, and he's not the right person for the
job if he can't.

------
mintykeen
Wow, that's tough. I have heard that when a biz scales, sometimes the early
employees don't fit as well, because the skills needed are different than when
first starting out. To get things going you do a lot of everything, and later
they need specialists. How passionate are you about this startup? What does
your co-founder think? You would think there could be some role you could fit
into, maybe COO? Depending on its success I would hold your ground , or they
should be willing to buy you out or something. Best wishes!

------
sergiotapia
I'd immediately fire the guy. He works for you not the other way around. You
are the co-founder, the big kahuna - not some engineer they hired along the
way. Fire his pompous ass.

------
wisty
You'd make a better CTO than him. I'd rather work for a CTO who listens to
good advice than one who is really sharp, but fucks people over.

Obviously, you are fairly technically competent (or he wouldn't need you
around, and you wouldn't have gotten the prototype working). You're also a
competent leader - you are listening to technical advice.

But let's say you hire a few more good coders. The CTO feels threatened. Is he
going to listen to them when they challenge him, and possibly even step aside
if one of them would be a better CTO, or is he going to fuck them over the
same way he's fucking you over?

He sounds like a toxic political player. You can think "He's a snake, but he's
our snake. His political skills will give us an edge", but it rarely works
that way.

If you can, get rid of him, promote yourself to COO, and make the other good
programmer CTO or lead programmer or something.

------
zaidf
The CTO can ask you to improve your coding or to stop coding, afterall he was
retained to make those calls. But he cannot ask you to leave the company if
you are a proper cofounder. The only person who is in any position to make a
request like that is your cofounder or your Board.

------
throwaway_again
I've been where you are right now. (But so has Eduardo Saverin, for whatever
that's worth, and I'm no Eduardo Saverin. More accurately, the company I co-
founded was no Facebook.) I launched something with two good friends in May
2010, got ousted in November 2011, and have watched the damn thing flourish,
predictably, ever since... Here's what I think I learned from that experience:

First, you're asking the wrong question. Whether CTO Boy has "a point," and/or
is within "boundaries" (whatever that means) is just self-inflicted
misdirection. Reflect on these questions later. For now, the important thing
is to make sure that you aren't haunted by doubts over whether you were fairly
treated, so that your ability to learn and grow from this experience isn't
hopelessly tainted by acrimony and distrust.

Second, recognize that once you've lost the confidence of your co-founder(s),
for whatever reason(s), it's best to let them go. It's a free world, or at
least it ought to be, and nobody should have to work with anybody they don't
want to. That being said, your stake as a founder is worth something, and if
the others want to take the operation over for themselves, they need to buy
you out at a fair price. Regardless of whether you're a 23-year-old n00b or if
you're Marc Andreesen (-- say, wasn't he 23 when... never mind --) what you
need to be doing right now is tapping every available resource -- every
mentor, teacher, counselor, former manager, and experienced friend -- for an
outside perspective. Hate to say it, but HN doesn't count. We don't know
enough about your business to really understand your situation or know how to
respond to it.

Third, don't undermine your short-term position with free concessions. If they
intend to cut you loose, but nonetheless can't survive without your help for
the next 3-6 more months, that sounds like value that you're uniquely
qualified to supply, and if they want you to forego the long-term returns on
that investment, they need to compensate you for that in the short term. So,
_DO_ consult with an attorney and/or a seasoned entrepeneur to make sure
you're not getting screwed.

All that being said, if you can manage to let your co-founders go their own
way while being neither a dick nor a pushover, the community will respect you
for it further on up the road.

Good luck.

------
vayarajesh
The CTO has surely overstepped the boundaries.. the project/company is your
baby and no one and i mean NO ONE should tell you to leave your baby.. the CTO
is just like a 'hired' babysitter for your baby (you want to ensure that your
baby is growing in a good and right direction) and you might lack some
parenting skills but that doesnt mean you have to give up your baby in the
hands of the babysitter.

Even though you may not be a great coder you can and will grow to be one great
coder.

CTO should know this clearly that this company is yours and he is just an
hired help.. he may be the best CTO out there in the world.. but he cannot
even suggest you to leave the company..

------
linohh
A good CTO would help you improving. I know it's stupid to make assumptions,
but I'd assume he's trying to manipulate himself into higher equity in an
early stage. Telling someone that he's about to be let go is poison
motivation-wise. He may be trying to reduce your performance so he can use
your declined output against you.

------
jf22
I have no idea why people are actually recommending moving on.

You not only own part of the company but can use this experience to grow both
technically and professionally.

Don't waste the chance to learn more than you ever could.

Are you taking a salary?

I don't see how you could contribute negatively to the company if you are at
least somewhat productive and know the domain.

~~~
stormbrew
If there's a reason to leave, it's that the situation might be too far gone to
salvage. From the one side we can see here it seems unlikely that the CTO has
kept this conversation/complaint limited to the OP, and his desire to remove
one of the founders is already undermining that founder's leadership position
in the company.

Getting out with compensation for the equity or accelerated vesting might be
the best case scenario, depending on how far this has gone.

------
gojomo
That's tough. Your last edit gives me the most pause: if you're good enough to
be "desperately needed" for this critical pre-funding period, you should be
good enough for after, too.

Don't sell yourself short: simply knowing your limits is a major skill, that
will let you contribute where you can, grow where you can, and defer to others
where you must. Also, having been involved since the start gives knowledge and
perspective that can't necessarily be hired elsewhere.

Ultimately if you want to stay -- and especially if you still have the support
of your biz cofounder -- you should insist on having the chance to grow with
the company, learning as you go along. And the plan for the future needs to be
well understood among the principals, _before_ the fundraising, because that
process will tend to firm up roles, equity, vesting, employment agreements,
etc.

It's true that sometimes a member of the founding team isn't right – the
commitment or skills or shared-vision isn't there, and perhaps the original
title/status/equity even gets in the way of acquiring what's needed. But it
sounds like you're humble and flexible enough that you should be able to
retain a key role.

If you are considering leaving from, or think you might be pushed out of, a
valuable position, you will likely want to consult with a lawyer, separate
from the company lawyer, about how to best protect your rights. (The
fundraising process itself, and getting the whole company/team into "standard"
documents, could either work to your advantage, or make it very easy for you
to be booted with very little, so educate yourself early, to avoid signing
away anything valuable.)

If intimidated by the idea of talking to a lawyer, remember that many will
give a free 30-60 minute initial consultation, so simply by the act of
shopping around, always improving your 'executive summary' of your situation
before each discussion, you'll learn a ton at no cost. (No two lawyers will
have the exact same analysis, so the 5th or 10th you talk to may still improve
your understanding.) And if you find someone you like, they may give you quite
a bit of continuing good advice simply in return for the future-chance/option-
value of representing you in a future dispute.

------
nickthemagicman
I hope as a cofounder you signed contracts and have equity.

------
spidaman
I'm surprised at all of the responses calling for the CTO to be fired. It's
very common to have founders who are very good at the very early stage but
lack the experience to scale the technology, the team, the culture and the
business.

Ask yourself these questions: * Are the CEO cofound and CTO in cahoots,
engaged in a malicious equity grab? If so, you chose partners poorly, move on
post-funding. If not, then there's probably something important to listen to
here. Then ask: * Are your technical and project execution chops going to take
the company to the next level of technical, organizational and business scale?
If so, you chose a CTO poorly and your CEO co-founder is a fool, move on post-
posting. If not, then you have another choice: * Are there other ways you can
help the technology, organization and business grow? If so, discuss that
transition instead of an exit. Otherwise, be grateful for the lessons learned
and move on post-funding.

In all of the "move on" cases, assess that your equity position is aligned
with your contribution to where the company will be when it's ultimately
profitable or liquid. If it's still very early stage, that proportion may be
very small but it will be better to have a small bit of something successful
that a large portion of a failed company.

Set aside ego, consult an attorney (as advised elsewhere), don't engage in
scorched earth and figure out if these are people you want to continue working
with, you can contribute getting the company to the next level and if so, in
what role.

------
cmapes
The biggest question is what was you and your co-founders' legal agreement in
the bylaws/operating agreements regarding equity given in exchange for
assigning your IP (earlier code hackery) to the entity?

If you don't have any sort of a defined equity arrangement in legal contracts,
then you have a problem. It's time to speak with an attorney.

If you have some sort of share vesting schedule which will grant you an equity
ownership percentage that you consider "fair" then you should consider moving
from your current operational position as a software engineer to somewhere
else if you want to stay in operations. Otherwise you can sit it out, keep
your equity, and participate at the board level.

There will be lots of advice to just "forget about it and walk away". I
believe the advice to essentially just "sit back and take it" to be idiotic.
If your original positioning on the team was to be "the guy who programs the
first iteration of the software that gets us to market" and you failed at
that, I can understand where they're trying to push you out as a co-founder.
You essentially were a technical co-founder who only partially fulfilled
his/her original promise. No offence. In their eyes, you misrepresented
yourself, even if that's untrue because they scope-creeped way past your skill
level. But the fact is that there WAS some weight that was pulled by you. So
you deserve at least partial compensation, whether or not its in the form of
equity (if this was promised to you) or payment, or both.

There's some important variables here that have't been covered (mainly current
legal agreements) but the main point I'd drive home is stand up for yourself
and don't allow yourself to get power played. Yes the situation is sour, but
you should be able to get the rest of your founders to agree that you DID
contribute something, (as evidenced by the fact that the CTO wants you to
leave in the future, not now) so you deserve some equity/payment even if you
end up just leaving with it and participating in a liquidity event in the
future.

TL;DR If no legal agreements: attorney. If legal agreements w/vague equity
terms: attorney. If legal agreements w/ defined equity program you can live
with: leave operations, participate at the board level, get bought out at a
premium, or just hold equity and wait for a liquidity event.

Make sure there's some restrictions keeping the board from authorizing
1000000000000000 shares and diluting you out too. Good luck!

------
kshep
Without knowing any of the specifics--how long you've been in business, how
much you've raised so far, the number of employees, the market opportunity,
competitive landscape, runway, how much experience you and your other founder
had, how much experience the CTO had, etc, etc, etc--I can't imagine trying to
give you any advice other than to...

1) Ask yourself these questions:

* Did I get into this for a quick payday or to build a business?

* How could I best contribute to the business if I stayed? Is that something I want to do?

* Are these people I'd want to stay and work with indefinitely?

* If I had to walk away today and give up all my stock, what dollar value would I put on my contributions (both assets and effort) to date?

* If I had to walk away today, how much cash would I need to comfortably cover the downtime until I find what's next?

2) Talk to a personal attorney who has some experience working with start-ups,
fundraising, etc. Someone who's negotiated founder contracts and separation
agreements.

3) If you know them well enough, talk to the board, advisors, and/or investors
who participated in your last round and ask their advice.

If they want you to leave after the next round, then that probably needs to be
part of the conversations with potential investors. If you're a founder and
have a large chunk of stock, it's not unlikely that they'd want to buy most or
all of it back from you with proceeds from the next round.

------
lnanek2
Keep in mind there is a strong conflict of interest. The business guys love to
squeeze out the tech after launch or before a funding round to keep a bigger
slice of the pie. Often they won't say that's why they are doing it, but
bizarre things will happen like they'll promise to do things then not do them
just to start a fight, etc..

I used to work for a startup called WorkSmart Labs. They got Google Ventures
funding, but when they knew it would close they go me to agree to take a lot
more vesting equity for several months. In exchange they were supposed to help
with some things to help my wife's green card process - changing addresses I
was taxed and paid at to a joint residence, joint health insurance, etc.. They
were happy to pay me less cash, never did the paperwork they promised, and
ditched me right when the deal closed so the unvested equity was worthless.

You should watch out for similar very dirty behavior. I don't know if you are
in SV, but we hear people all the time talking about things like writing every
single line of code for the product, then getting kicked out after funding.

------
chrisbennet
I wonder how your co-founder will feel when the VC's ask him to leave because
he's "just not what the company needs at this time"?

Whose company is this, you and your co-founder's or the CTO's?

------
mmccaff
You helped build something to a point that a job position was created for the
CTO, and if you are passionate about what you're working on and eager to
learn, it's unfortunate that he took the approach of telling you that you "are
not good enough" rather than mentoring you and helping you grow as a
developer. I'm sorry for your situation, it's rough.

That said, is this someone who you want to be working closely with? It could
be something in your work relationship that is hard to get past. As others
have said, understand what you are entitled to in terms of contracts and
equity, and try having an open conversation with the CEO if you haven't
already. Handle it professionally, and keep in mind that if you are
desperately needed now (as you said) that you have some bargaining leverage.
:)

------
DigitalSea
Maybe he is telling you the truth, but you are a founder, he is a CTO. Maybe
it is just a simple case if you are currently contributing code to the idea to
step back and let this other guy handle the coding aspect for you. Maybe you
can better spend your time as a co-founder elsewhere in your company.

Having said that, if he is forcefully advising you to leave, he is
overstepping his boundaries and you need to contain that fire now before he
starts turning other employees against you. A toxic employee in a company is
like a cancer, it will start in one area and if not treated, it will spread
throughout every orifice in your body until it kills you.

If it is a simple matter of you're making it hard for the CTO to do his job
because you're committing code and continually breaking things, maybe you need
to step back and let him do his job. He can't force you out of your own
company, but he might have enough collateral (if he is truly instrumental in
your company's success) to get other people to listen to him and force them to
make a decision. The CTO is either brutally honest, he's an asshole or he's
gunning for your spot in the company.

I would be looking at this from all angles. Don't just assume the CTO is
acting alone, for all you know the CEO or your business part is instrumental
in his push for you to leave. You're not just an employee, you're a co-founder
and you have rights and responsibilities. You're acting like the CTO has
already one which will be your downfall. Exercise your rights as a co-founder
to fix this.

I would seriously fire the CTO. He might have been instrumental in the
companies success, but he has overstepped the line. He has gone beyond the
point of merely telling someone they're making his job hard, he's asking a co-
founder to leave. It's like some manager at Microsoft asking the CEO to step-
down, it's just crazy.

Get legal advice ASAP. Explore your options, but without-a-doubt, get legal
counsel right away before you do anything else. My first question to your
lawyer would be: Can I fire the CTO cleanly without recourse?

------
sandGorgon
Sorry to barge in on this thread - but I have a question that turns this on
its head.

Let's say you are a brilliant CTO/cofounder, but you are already doing
something. Now you had this idea (or someone else had this idea) ... and you
want to set them up for seed/series-A round and then _you want to leave_.
assumption - you trust the CEO to not screw you.

How do you structure your equity compensation so that you have some benefit
after 5 years? One of the thoughts I had was to show the short-term CTO as an
_investor_ with vested stock (in return for some negligible investment ... say
100$). Does this protect you from future investor rounds ?

~~~
vidarh
You don't need to be set up as an investor. You can structure shareholder
agreements and different stock classes etc. pretty much as you please, or
directly award vested stock (beware your local tax rules if awarding/being
awarded vested stock in a pre-existing company - chances are good it'll be
taxed as income based on some estimate of market value; but if you enter from
the start, as a founder, that's not an issue).

The issue in that respect is not what you legally can do, but structuring it
in a way that won't scare away investors with too much complexity.

Generally, though, nothing will "protect you from future investor rounds" if
they really want to fuck you over, other than being diligent and keeping a
lawyer around, and picking honest co-founders. If the investors coming in and
other still employed founder(s) wants to mess things up for you, it can be
tricky to protect against them diluting your share holdings to next to
nothing, for example (e.g. do a round on a very low valuation; issue large
amount of options to remaining founders to make up for the extra dilution they
take). Of course, if investors try to do that, chances are they'll screw the
remaining founders first chance they get too.

------
alien3d
A few question of business. Are you a shareholder of the company and have
company equity ? Yes - just ignore him. No - just leave the company.

Is is a startup whom promised equity if the company profit /ipo and no pen
paper to prove it Yes -leave the company. No - just ignore him.

Most CTO(Chief Technical Officer) and CEO (Chief Execute Officer) are hired by
director /co-founder of the company. So nothing he/she will said will effect
you(shareholder of the company) at all. If he /she proceed with firing
process,said you're ain't director/co-founder.So please do it.

------
peteforde
I think you need to be realistic: this situation has gone toxic and it's not
likely that you're going to be involved in a few months time. Once you have
internalized this and you're still breathing, it will become easier to see the
positives.

As others have said, it's highly likely that the CTO and CEO are working
together on this. The best thing you can do is - with the assistance of your
lawyer - extract yourself as quickly and cleanly as you can manage. Try not to
burn bridges; legitimately hope that they succeed. After all, you will retain
a substantial percentage of the company.

I can't know the details but from the way you describe the situation, I'm
somewhat empathetic to the position that the CTO finds himself in. Your only
claim to power is that you were there at the beginning. While that's not a
small detail, it's often true that the people who are vitally important to a
company in the beginning end up being minor players in the future. See: Craig
Newmark or the early support reps at eBay.

In short: you're a founder who is probably no longer playing an irreplaceable
role in your company. The CTO wants a meritocracy, and when you're a small
team shooting for growth, a founder with just enough tech chops to be a
distraction is a major source of risk. To this end, I am surprised that they
didn't give you notice already.

I don't say any of this to be mean, it's just that these relationships are
hard and most people let awkwardness keep them from telling the hard truth.

------
zaroth
TL;DR; There's nothing wrong with a vesting schedule.

It's an interesting point, how should founder sweat equity versus founder
capital contribution vest? And then of course there's investor equity...

Can cash from a VC be treated differently from cash from an employee/founder?
Of course it can, you have different shares, with different terms, and a
different value per share.

In the end, whatever terms you negotiate for your shares should be used to
value those shares. 3 year vesting, for example, sounds like a valuable
feature for the company, so you would expect those shares to sell for [much]
less than fully vested shares.

So the point is, you should definitely ask for accelerated vesting, and I
think it's customary to do this at least for a portion of share to at least
cover the cash and the months worked.

The realist part of me says, either you can fix the working relationship and
contribute good value, and have a good enough time doing it, or you can't. If
you can't, the best thing you can do for your company may possibly be to step
aside. By all means fight to change their minds, and find the RIGHT solution
for all of you.

In any case, you should be happy to continue to hold some portion of shares.
If they want them to be non-voting, that's just another way to decrease their
value, so you should ask for a commensurate increase in share count.

~~~
zaroth
Ultimately the question is, of how much share of the company should you
continue to hold?

Which can also be thought of as, how much share has been earned before you
leave, and how much additional may be earned even after you leave?

So another option to consider is to step aside functionality, but remain as an
employee so that options continue to vest, and get proportional employee
benefits. This moderates some of the financial impacts (like being force to
pay for your shares right then, and losing possible employee benefits) for
some period of time.

I didn't get a really clear view of how many employees the company has, to
understand where on the growth curve you guys are running? But another way to
think of this is you are a highly motivated employee, who was smart enough to
get this thing started and truly committed to the cause. So who in their right
mind would _turn away_ an employee like that?! From what you've told us, I
think the CEO and CTO are idiots if they can't figure out a productive way to
work with you.

------
bowlofpetunias
And here HN shows it's true colors. It's all about competence and meritocracy
until it affects a _founder_.

I've seen companies being run into the ground because founders remained in
positions they weren't competent for. My guess is the CTO has seen the same,
and he has no intention of taking the fall for that.

No, he hasn't overstepped his boundaries, if this kind of situation continuous
he may as well hand in his own resignation. He's doing what he's been hired to
do.

------
suren
Clearly, you are not being valued in this company. At best they are looking at
you as cheap labour for next 3-6 months. At worst, you are a founder and a
founder leaving is going to raise questions during funding. (Thats why he
wants you to leave after 3-6 months after you have raised and not before).

Did you have a launched product/customers when the CTO joined? From your post,
I gather that is a no. If so, then your CTO feels you don't deserve your
stock. Him and your CEO are trying to cut you off.

Your CEO has not supported you either. He should have been the one talking to
you. Not someone you hired unless the CTO has more stake than you which seems
unlikely.

If he really thinks you are no longer the right fit for the company, he should
have offered to vest you for your money and the time you have put in. And if
your work is "not good enough" they should be asking you to leave immediately
and not when it is convenient for them. You can't be both needed desperately
and not good enough at the same time. To that end, I feel your CTO's ask
immature, short sighted and greedy to say the least.

Talk to a lawyer, figure out a deal you could be okay with, try and get that
and leave. Them yet to raise another round is a good bargaining chip for you.

------
avifreedman
Are you good at seeing the products that need to be created? Writing 'running
specification' code (hacking things up)? Do you understand the product space
well? Who owns product? Is this something you do or could do? How good is your
relationship with your cofounder? There is a lot more that involves tech
understanding to be done in a startup than architecture, coding, and managing
architecture and coding.

------
practicalpants
I'm imagining two scenarios. Either...

A) You are in fact inexperienced and are damaging the product with your code.
If you have less than a year or two of programming (that includes one of those
code "bootcamps" too...), then he's probably right. I would probably view you
as dead weight, and would not want you on the team.

Or

B) You actually aren't that bad and could contribute to the product
positively... especially if it's something like a RoR or Django app which is
not the hardest thing to pickup w/o an extensive programming/CS background. In
this case, your CTO is possibly an elitist prick. I've worked for a CTO who
had pointlessly high standards, especially it being a pre-funded startup
where, for example, he shouldn't be freaking out about a few lines of
redundancy. He churned through a lot of programmers, was all very inefficient,
and I certainly felt like he was power tripping at times. Even if this CTO guy
is really good, if he has an abrasive personality and does stuff like I
described above, for the sake of the team he should be the one to go. If your
product is going places he shouldn't be too hard to replace.

------
jesusmichael
Wow... now that is a pickle.

Take a step back. Is his criticism sound? If in a perfect scenario, where you
had a real development team, would you be the weak link? Is that true?

If the answer is yes... and you still feel passionately about the work the
company is doing. Talk to your partner and find a position you can transition
into. Don't hold back the company's progress because you want you're own
private lesson in enterprise development.

If its not... Discuss firing this guy immediately... Nothing will destroy a
company faster than disharmony among the core group. You and your partner have
to be on the same page. There cannot be a little birdie sowing the seeds of
insurrection. Hand this guy his hat and find someone else. Don't think about
it just do it.

Only do this after you've thought thru his comments and objectively come to a
conclusion about them. Consultants are paid to deliver the hard truth, and
sometimes it may sting, but you'll get over it.

If it's time for you to leave... or that's the direction its headed. Get your
equity memorialized fast while you're needed... don't let anyone sleep on
that.

Good luck kid...

------
aug-riedinger
I think the first question to ask yourself is "What do __YOU __want to do? "

If you did the coding from scratch to bootstrap your product but don't see
yourself as a developer in the long term, then it is all fine: you find
yourself other responsibilities in your company (and there will be many to
take care of) and let your CTO take care of the developments and hires in the
tech team.

On the other hand, if you did this to actually learn to be a good developer
reuse that skill later (eg. launch another startup later) then you fall into
the questions answered in other replies: is it political or is it only about
code quality? (If it is about code quality, maybe your CTO is a jerk saying it
this way, but for the sake of your product, it can be logical that you'd be
out of its developments...)

As from my own experience, my guess is that you are in between those two
situations. In my case, here are the reasons why I was:

\- it was good fun bootstrapping the product with little constraints (small
team, little production code, few processes, 100% reliability not mandatory
etc.): I want to keep doing this

\- it can be useful to gain experience into the getting big (team, code base,
user base etc.) even if it is less fun

As for now, my best answer to this dilemma is to:

1\. know you skills really well to know your value

2\. keep innovating as much as possible: when being an entrepreneur
(cofounder), your first required talent is not to make sure your code is 100%
clean/safe etc. neither is it about having hard processes, but to create new
things, to trust your ideas and to make them real. As a matter of fact, YOU
cofounded your startup, not your CTO, so remember you have this skill and USE
IT!

------
hollerith
I always thought that it would be good to have an agreement with my cofounders
that if ever a compromise cannot be reached, a "roll of the dice" will be used
to decide the question in contention. (By "roll of the dice", I mean the
probability that the course of action favored by investor A prevails is
proportional to the amount of stock held by that investor.)

But I've never seen any references to a startup that actually uses such an
arrangement. (What I have seen a lot is the notion or principle that the
investor or coalition of investors with at least 50% of the outstanding stock
decides, which does not seem to me to protect the interests of minority
shareholders as well.)

Do any lawyers want to offer a guess as to whether a contract between
cofounders (or between cofounders and investors) with such a "roll-the-dice"
clause in it would be enforceable in the California courts?

P.S. Also, am I completely crazy or are most of the comment authors here wrong
in implying that whether the OP will prevail in court has anything significant
to do with how good a programmer he is?

------
wowsig
Cannot stress more on the part about writing/archiving everything.
Relationships between the founders, during the very early days of a startup
can swing between extreme brotherhood to extremely sceptical. Everyone is
bearing the brunt of pressure and if things are not moving, it is human to
delegate the responsibility of performance onto the other guy. I started a
content-based startup in my college, and created much of the content myself.
The trust that I bestowed upon my other co-founder was futile though. In the
end, when things weren't looking up much, he ended up with not giving back the
original content to me at all. Since the content was in the form of hand-drawn
cartoon strips, I was just left with nothing. I saved up emails, but they
didn't achieve much. In the future, the other co-founder tried to do things
his way, but he didn't pursue the idea further, and all my hard work of
creating just went down the drain. Make sure it doesn't happen to you.

------
sturmeh
Do you own half/part of the company?

If he wants you to leave you should still be entitled to half/part of the
company, feel free to leave.

Do what YOU think is best for the company. <\--

If for some reason you've been swindled out of owning half/part (or some
portion, equivalent to the start-up split) of the company, I think you have a
bigger issue outside the scope of this question.

------
thailehuy
Many people have already made the bad guy out of the CTO. But in my point of
view, he's not.

You do admit that your skill is not up to par yet, so in a sense, you are a
dead weight to the company (though you are improving, but it's better if you
can just hire another good dev)

Now I'm not saying that you should quit the company (hell, it's your company).
Remain as a co-founder, or a member of the board of director, or become
product owner, agile master whatever you name it, just not a dev. If you
really mean it, you can take a pause in your product development, learn more
first, then re-join the team, let the team asset your skills to see if you are
up to par.

Take a deep breath, and think about the future of the company. Whatever
products you are developing, would it sustain this harsh world with your
skills? This is the whole point of your decision.

TL;DR: if you are bad, leave the dirty job to others.

------
ilovecookies
Interesting. I was just thinking, do the CTO and the CEO know each other from
before? Was it the CEOs idea to hire this CTO maybe? If that's the case maybe
this was planned between the CTO and CEO.

Since you're the founder with the focus on the tech aspect (basically you
should be the CTO) what was the reason for hiring the CTO in the first place?
A CTO that's obviously not a better software developer than you. Hard facts,
but maybe it was your partner who planned this since the very beginning.

After you've talked to your lawyer you could possibly strike a deal with the
CTO / CEO and go become an employee if you are interested in just keeping on
coding for the company. Maybe getting a bonus that if you decide to leave or
still be on the companies payroll provided that the company reach a certain
revenue / value etc.

~~~
pedrosorio
"A CTO that's obviously not a better software developer than you."

What? The OP clearly points out the CTO is a better developer.

~~~
ilovecookies
you should also read what OP is posting here in the thread.

" > if you have hired a CTO who is better at engineering than you

He doesn't do development himself(he does review everything before it goes
into the production branch), simply that he knows better developers than I.

I have re-written much of our original code to a point where it is of good
quality, both in it's intended role and in readability. "

The CTO hasn't written any production code so his software skills are
questionable. The OP belives his current code is of good quality right now.

------
jeffdavis
[Not an expert here, just offering another perspective.]

First of all, the CTO telling you he wouldn't hire you at the company you
founded is [can't find a polite term]. It's reasonable to say something
specific about you is subpar (like coding), and even that you wouldn't fit in
a certain role he's planning to define (like full-time coder).

But this is (partially) your company, and an "experienced" CTO came to _you_
because he saw something there. Unless your other partners did all the useful
work, you've got some real value -- don't sell yourself short.

There are a lot of options here and you can really make the path for yourself.
What is great about you that helped make the company into something? What kind
of a role would allow those capabilities to flourish? You could call yourself
a Chief Product Officer and say that you have control over what gets delivered
and when, what directions the product will take, etc. (not sure if that's what
a CPO does, but it doesn't matter).

If you are still inspired to go forward with this startup, and you see such a
role for yourself, go make that case. For example, tell the CTO and the CEO
that you intend to shed your coding responsibilities as the CTO builds that
organization, and get them excited about what you can do as CPO (or whatever).
Demand real responsibilities and control, and say that you have the best
understanding of the product and the best vision for the future. You could end
up much more influential than the CTO, who might end up just being responsible
for delivering on your visions. Their whole perspective of you might change,
and they might get behind you.

If you've lost inspiration, then probably a buyout makes sense. Again, don't
sell yourself short -- you helped get the company this far, and did something
right. Considering the risk you took, and probably low pay, it seems fair to
get about 2X a fully-loaded engineer's cost for the time you were working
full-time there. If your company is doing well maybe significantly more
(again, not an expert, just a gut feel).

------
dscrd
Well, seems like most of the answers here are repeating pretty much the same
mantra of this CTO being a douchebag and the champion founder being obviously
correct. Please allow me to offer an alternative viewpoint.

I've seen some founders, especially of the technical variety, who manage to
get a business running and then attribute all of that to their personal
brilliance, and that they therefore deserve all the power in the company. This
means that they will be extremely toxic personalities for everyone else, which
in turn can easily stunt a company.

I don't know if this is the case here, since we only hear this from your
perspective... but it may be that it's not your coding skill actually that is
in question, but your interpersonal skills and attitude.

------
matttheatheist
Two ways to look a this problem:

Point of View 1:

Did you hire this CTO to make your company succeed? If so, then listen to his
expertise and move the f __* out of the way. Do not interfere with those who
understand what they 're doing. Ever.

Point of View 2:

What exactly does the other guy do? Business? What is that, exactly? Ordering
pizza? And why can you not do the same thing? If you don't have a set role,
then make one up.

Here's my $0.02 (Similar to POV 1):

In business, there is no room for emotions. You have to do what's right:
Leave. If you lack the qualifications to contribute in a productive way, then
find other people who can, and your company will have a higher likelihood of
success. Just sit back, and relax. Make sure you walk away with a nice chunk
of equity though, and you'll live a happy life.

------
dmourati
I'd move against him, and quickly. Tell the CEO you need unity not
divisiveness. You are all for working with the new CTO but he is trying to
force you out of the company you founded. There is only one way to deal with
people like this: decisively. The fact that you've come here to ask for
opinions on this matter suggests that you may lack the inner confidence to
survive in a startup. Take this as a learning opportunity. Bone up on your
technical skills, hire people smarter than you. Realize that you've been
identified as a less than top-tier software developer and use that information
to help you figure out where your skills can best help the company succeed.
Good luck, move now and go for the jugular.

------
crater500
First of all the CTO was hired to fix the shit they were hired for. Secondly,
that amount of disrespect from a new employee who did not risk anything to
start a start-up should be fired immediately. Kick that a-hole to the curb as
they will be a cancer in the company.

------
pepon
Fire. CTO. NOW.

You are a co-founder, not an employee. Remember that. It is you company, he
works for you. If you would be hired in an company, would you dare to ask to
the owner of the company to leave?? It doesn't matter how good or bad are you
for the company, it is your company!

Fire him now.

------
kevinpet
Consider the possibility that he's right. The best thing for the company may
be that you stop writing code. There also may not be another place for you at
the company. Most of the posters seem to assume that whoever posts to HN first
is the visionary genius without whom the company will fail. Maybe you're the
guy who had the good idea and got it off the ground, but not the best one to
make it production ready.

You may want to move into a product management role or you may want to leave.
Regardless of what you think is going to happen, you need to clear up all
vagueness around your equity and ensure you are going to keep your stake if
you leave. You need to review your paperwork and probably talk to a lawyer.

------
jwatte
Just like a founder is often not the best runtime CEO, a founder is often not
the best programmer. "A few months" is short of the required experience for a
senior software engineer by an order of magnitude. Engineers without
experience cause debt that makes the code cost more to maintain over time. All
of this is true.

Why did you start up in the first place? To change the world, or to have a
place to hang out, or to learn things? Is there another place you can do that
better now, at less cost?

Either find a niche where you are creating significant value in the current
state of things, or get out to make room. Ask for a negotiated agreement with
accelerated vesting of your options if you're not already owning.

------
jfoster
It's your company. Even if one aspect of the company has outgrown your
abilities, you could definitely find other ways to contribute. Your cofounder
ought to be someone you trust. If so, this is something you should also
discuss with your cofounder.

------
richardw
Aside from the legal aspect, there are two others I think are important.

1) As a founder, you need to do what's best for the company. Whatever that is.

2) You're one of the owners. If you didn't have all the skills required for
every aspect, at least you showed up and it got done. You can hire in whatever
skills you need, including bringing in a CTO who knows more than you did.
Maybe you aren't the right person to run the technical side, etc, but don't be
muscled out just because someone is better than you are. Frankly you and the
CEO need to stick together - if it's that easy to separate you what stops him
from being thrown to the curb when there's a better business guy?

------
ilovecookies
About you code. Alot of coders use different naming/formatting so that's an
NON issue when it comes to your code. Also your the freakin co-founder... that
CTO should have more important things to worry about than if the founder is
writing camel-case / low-dash variables or functions. Testing is also
optional, I know there are lots of coders that has written tons and tons of
really useful code with little testing that works flawlessly. The main reason
for using testing is maintainability, but since you are in the early stages of
development you will usually end up rewriting your system later anyway, to a
better / more secure version.

------
semerda
Call an early board meeting and aim for disciplinary action against the CTO.
Founders don't get kicked out by employees. You also need to establish
leadership power within the company as a founder vs being pushed around or
treated like a code monkey.

Even CEOs can be removed from their high horse should there be collusion here
between the CTO and CEO. If you feel this may be the case, seeking some legal
advice so you can throw powerful words at those colluding should rattle the
bird cake a bit. Just don't bring emotion in.

Founders are key to any company. Roles change. Part of a growing company.
Founders keep the fire burning. Any smart investor will tell you the same.

------
jsun
A lot of advice on lawyering up and fighting this tooth and nail, and gotta
say, this is extremely childish and a terrible idea.

If you sue your company, you increase its chance to fail by an order of
magnitude. If you lose, you can laugh as your former founders and friends
struggle to recover to pre-lawsuit levels but probably fail. If you win you
would've won worthless shares in a company that's shortly going to fail.

Be pragmatic. You even admitted yourself that you are not a great coder - be
the bigger person and do what it takes to help the company succeed.

Oh and when you exit, negotiate for an automatic vest for 25-50% of your
remaining unvested shares.

------
tluyben2
Wow. The lawyering up stuff. It is so depressing that the US works like that.
Anyway, as someone who fired himself from his own company twice, I would say
that he might have a point. You don't lose your shares (if you do, then
arrange that you don't) and he is just making things better. If you are (like
I was on occasions) the wrong person for the job, he is just making solid
management decisions. The paranoid and lawyer crap could be true but often
isn't. So you need to find that out. Sounds like you need to move closer to
your co-founder in the business or indeed leave and just enjoy your equity.

------
rajacombinator
This CTO sounds like scum. He may be 100% correct but it's not appropriate for
him to suggest you leaving. Your CEO should man up and fire this guy for
starting political infighting. Otherwise the CEO will be ousted next.

------
weixiyen
Why would he ask you to leave unless you were a liability?

It makes no sense as there are so many other positions that become available
as a company grows.

Go learn Product. It doesn't take nearly as long, and you can have just as big
of a positive impact.

------
densone
First question I have. Do you at least have a double trigger in your stock
agreement.

New CTO / Wants your out. Some stock option agreements have a double trigger
where this can make you vest 100%. Make sure to look over it thoroughly.

------
kbruner
I'm confused about your talk of vesting. Founders don't vest, they create the
stock and sell/give it to others with a dollar amount or vesting schedule. Are
you a founder or an early stage employee?

~~~
tptacek
Founders absolutely do vest. If your cofounder demands otherwise, run don't
walk.

------
robertschultz
Agreeing with everyone here. He has definitely overstepped the line and he is
not acting like a true CTO. Part of his job is to ensure he instills a high
level of trust and support with the team in addition to the rest of his role.
Assuming you're an overall good guy, he should do what he can to ensure you
stay as part of the company you helped build, be it bad code or not. And if
things are not working out, at least provide the path of what you need to do
to make it better as the clause. But either way, it sounds like he's just
being an ass with an ego.

------
mikekij
Definitely sounds like poor communication between founders.

As an aside, I've been the founding CEO of a company that raised money and was
acquired. I think my gifts make me really effective in running a company from
idea stage to first revenue. I'm likely not the right person to run that
company once there are 1000 employees. I'm fine with that

I don't think there's anything wrong with the exec team asking you to scale
back your contributions if your skill set no longer matches the needs of the
company. It just sounds like your partners chose a shitty way to go about it.

------
Jean-Philipe
Being a CTO myself and having worked with smart people that were not as good
coders, I think that in your case, the new CTO is just looking for a bad
excuse to kick you out. Kicking out somebody who knows the system, product,
infrastructure or code base from the beginning is generally a bad idea. Also,
the line of professionalism between somebody like you (producing unstructured
code without tests etc.) and genious like him is thinner than you think. He's
either very arrogant or up to something. In any case, he definitely stepped
over the line.

------
late2part
What decision makes you happiest in the rest of your life?

If you measure that by money, go ahead.

Will you be happier staying and contributing? Or happier knowing you got it
from first to second gear, and now they will grow what you started?

Practically, a question of ownership and rights comes into play - what does
your contract/stock/employment agreement say?

Also pragmatically, since he's asking you to do something after ( after = IF )
you raise more funding, just say sure, let's talk about it then.

No reason to agree to a hypothetical, agree that you will be open minded and
review it then.

------
fluorid
Don't shoot the messenger.

Could it be the CEO/the bizguy who wants you to leave? Could he brought up the
idea? I can hardly imagine that a hired CTO dares to say something like you
wrote without backing.

------
jmcdowell
Since he's not asking you to leave the company but instead to stop writing
code, is there work to be done elsewhere in the company?

You might find this talk from Ian Hogarth (Songkick) at Hacker News London
Meetup quite relevant. He talks about how he would fill a role at Songkick
before getting a more specialised person in to fill that role which would see
him moving to another completely separate role within the company which needed
to be filled.

[http://vimeo.com/59187050](http://vimeo.com/59187050)

------
gscott
It is important to deal with this, I would suggest getting a number of people
to support you then setting him down because this will only get worse. If you
leave you will not get any benefit from the company and your investment will
shrink as more investors come on. The only way to keep your investment is to
stay in the company (or try to get bought out of the company). You should get
him replaced. No matter how good he is, he is trying to ruin your life and
that is enough to get rid of him asap.

------
mikekij
This may be an unpopular sentiment, but I would do three things:

1) Hire an attorney to make sure your equity is safe 2) Negotiate for an
above-market-rate consulting engagement that will continue to pay your bills
in return for ~!0 hours a week of consulting and... 3) Start something else.

You have a unique skill set that allows you to start company that go on to
raise money, generate revenue, and hire people. This is waaay more valuable
than your ability to write code at a growth company.

Just my thoughts.

------
doktrin
One of the privileges of being a founder is that employees don't get to tell
you when to "leave".

It's your company. Consult an attorney and stand up for yourself.

------
throwa
Honestly, you need to get some self confidence. You need to man up. Being a
nice guy in this scenario doesn't help. If the CTO wants to play dirty and
ruthless. You must play dirty and ruthless. How did a guy you hire get the
guts to tell you he wants to fire you as a co-founder. This means your other
co-founder is probably ganging up with him behind your back. You cannot trust
both of them. I don't know who owns more percentage of the company betwen you
and your co-founder but I want to believe that your CTO is minority stake
holder at this point. Don't leave without a thorough fight. The good thing is
that you can code no-matter how terrible, you can build a minimum viable
product for any future idea you have. Your CEO cannot which is why it is
convenient for him to try and co-operate wit the CTO.

Line of action:

1\. Start speaking to a lawyer. 2\. Transition out of code writing role into
product visionary role, so the CTO doesn't see your as someone that reports to
him. You played a part in not just formulating the initial idea but in coding
a prototype, so in essence you can play the role of product visionary. That is
Chief Product Officer.

3\. Tell you co-founder you are transitioning into a product visionary role
with the title of Chief Product Officer. Read up what this role does.

4\. Call for a meeting with just you and your co-founder and test his
allegiance. Tell him that if a guy you hired wants to fire you then he can
also team up with future investors to fire the CEO, so he is not save in the
future. So due to trust issues, you intend to fire your CTO after you get a
replacement. Show him a list of possible top people in the open-source world
using your technology that you intend to open up communication with as
possible replacement for the CTO. Sink it into his head that the CTO is
replace-able and that culture fit matters more thank skills as you can get a
replacement for skillset easier than getting the person with the right
skillset and cultural fit.
[http://www.bhorowitz.com/programming_your_culture](http://www.bhorowitz.com/programming_your_culture)

5\. Call a meeting with your CTO and tell him you plan to stop writing code
and then tell him you also plan to get a new CTO to replace him because you
can't have a guy you hired steal your company. Let him know he is also
replace-able as you won't have hired him because of poor culture fit even
though he is skillful if you knew about the schemer he is.

6\. Now that you have man up to both, call a meeting with the CEO and CTO to
address any issues relating to what you discussed with them.

7\. Watch the shares during any round of funding, so you are not squeezed out.
See the company incorporation details and ensure your name is there and you
are not deceived by your other co-founder.

8\. CTO's are replace-able, don't don't let someone you hired ask you to
leave, so that he can take your shares. He probably overstated his importance
behind your back to the CEO and asked for more shares and your co-founder felt
that if he gets you out of the way he will get the more shares.

If they were bold and ruthless, you must be bold and ruthless too.

sate your importance to founding the company, idea generation, writing enough
code to make the CTO, join since he knew you people were not idea only guys.

Kick that CTO out and henceforth watch your co-founder closely.

------
rlucas
webwright's comments are almost alone in having any real wisdom here, IMO. The
nerd brigade of HN (a brigade which I know and love) is failing all over
itself.

The truth is that equity in "startups" \-- defined as that thing we do where
we try to create massive equity value by compounding growth at astounding
rates -- is something best held by people who are needed and wanted to work in
the company on an ongoing basis.

Any other equity outside of the current exec team -- be it owned by departed
founders or by old investors -- is strictly a deadweight loss. (for token
amounts to advisors, service providers, partner firms, I would see that
differently as its expected their greatest contributions lie ahead)

New money in will see a 50% absentee cofounder (or hell a 25 or even 15%) as
rendering the company unfundable. And in any case very "hairy."

This semi-autistic ranting about how OP should lawyer up and tell the others
to go to hell is insanely misguided. Most likely if a major shareholder is
being eased out and wants to make a huge stink, the result is a dead company.

The sane and grow up thing to do is to talk to the cofounders and figure out
who wants what, and if OP really is to leave, he should figure out how to
maximize his value subject to a few considerations: 1. The odds he company can
survive and thrive (e.g. Attract funding, motivate other execs), 2. The odds
that if his deal is too rich he'll just med up inducing a need to engineer a
cramdown in a future round, and 3. The reputational cost of being a petulant
crazy pants vs being a soldier. Yes, this game is played more than once.

Oh yeah, DO lawyer up, but do so in order to achieve the above.

------
smprk
You should definitely follow the advice of getting a legal counsel and dealing
with the issue now as opposed to later.

Also, you should

1\. Clear your thoughts around what you want for your company at this point in
time, in the near future, and in the long run.

2\. Understand what role you envision yourself and your fellow co-founder
playing in the above scheme of things.

3\. With thoughts around these two areas cleared up, you should sit and talk
about this with your co-founder at the earliest.

------
blazespin
It's probably up to the board. If they agree with the CTO there is little you
can do unless you can get majority shareholders to side with you.

------
overgard
I suppose I'm not clear on the power structure of your company, but to me that
seems incredibly insubordinate and I would fire him immediately.

On the other hand, the fact that you're even asking this makes me think you
might be too passive of a person to really be in a leadership role. (I don't
mean that to be harsh, but you have to be honest with yourself about who you
are).

------
Im_Talking
Sounds like this CTO will have more support than you. Time to move on.

Don't understand why everyone is talking lawyers. I'm sure that you have an
equity stake which value will be helped by this new CTO. If you have no equity
and (as you say) are a founder, then you are out-of-luck and no legal magic
can solve this. Move on and leave on good terms. You never know.

------
icambron
Leave. Seriously, walk away. Here are some thoughts:

1\. The situation is poisoned. If you stay and force a battle of wills, it
will be hugely distracting in a way that adds no value to the company (and
remember, building a great company is why you did this in first place), not to
mention personally painful for you. That the CEO and CTO have lost confidence
in you means it's just going to suck from here on out. Even if you win, that
just means disempowering the CTO (or replacement CTO if the current one leaves
in frustration, which doesn't seem improbable). Maybe the CTO is wrong, but if
he's saddled with someone he doesn't want and can't get rid of because of
special cofounder status, it's going to create a pretty shitty working
environment for everyone. And if he wins (say, because the CEO votes you out),
then that's the same as you sliding out anyway.

2\. The CTO definitely hasn't overstepped his boundaries; he's doing his job.
He's responsible for running the engineering team and delivering a product. If
he thinks you're holding the company back, he'd be being irresponsible not to
do something about it. Of course, he could be _wrong_ and there's no way for
me (or anyone else here) to determine that. So you have to ask yourself what
you really think is best for the company. If it's you leaving, tanking the
company in a huge fight (or just dragging it down by sticking around) will
just destroy whatever equity you have in it. If it's you staying and you're
confident (after putting aside your ego, considering it from other peoples'
views, etc), then yeah, convince the CEO and then together fire the CTO for
being so terribly wrong. But it's not an issue of boundaries. So: would you
hire you?

3\. Closely related: what are you doing cofounding companies with that little
confidence in yourself? If someone came to you and said, "hey, I haven't coded
much and don't have a lot of experience", would you think that was a wise
investment? Because you went all in on that investment. Do some work with some
guidance and lower stakes and learn your craft. I don't at all mean that as
"noob go home" (I have _no idea_ how good you actually are); I mean that your
description basically acknowledges you don't think you're the right person for
the job of technical cofounder.

4\. Your CEO sounds clueless and you should take this opportunity to bail out.
If the CTO is wrong about you, the CEO's confidence in him is misplaced and
he's also allowing unnecessary complications to destroy his engineering team.
If the CTO is right that you don't even belong on the team, then why did the
CEO partner with you in the first place? Maybe he thought of you as a
temporary pawn to sacrificed at the right time. Maybe he just doesn't know
what he's doing. None of those are good. Get out.

5\. You say in one of the comments that you don't want to lose your unvested
shares and that you've taken on a lot of opportunity cost. The whole point of
the vesting is that you get what you've worked for. If you don't think the
vested equity you have is commensurate with the work you've done, _working
more_ isn't going to fix that. You'll just continue getting screwed, putting
in more time and earning the same vesting that you're unhappy with. I know you
probably feel pot-committed, but the best thing to do when you have a bad hand
is fold your cards and move on.

6\. Startups are hard. They're painful work, especially when things go bad, to
the point that I wonder why we do it in the best of situations. If you throw
in the stress of trying to prove you even belong, it's just shitty. Save your
happiness and leave.

7\. It's important not to think of these decisions as an affront to your
pride. The never-say-die bromide of startup cofounders the world over is
mostly bullshit. Make sure you're in a healthy situation with a real chance of
success. Quitting isn't shameful, but sabotaging your happiness and the value
of your investment because it hurts your ego is very unwise. I don't know
whether or not _I 'd_ be wise in that situation either--I certainly have
plenty of ego--but of course that's why you asked us: we're not involved.

My guess is that once you leave, clear your head, and figure out what you want
to do next, you'll look back and say, "wow, I'm glad I got out of that."

~~~
dmourati
Small point, I think you mean commensurate, not commiserate. Otherwise, agree
and good points.

~~~
icambron
Thanks, fixed.

------
Im_Talking
I haven't read all comments so excuse me if this has been mentioned, but you
should hand in resignation now with minimum of notice period.

You say that you are currently desperately needed now, so your leverage to
work-out an equitable legal arrangement with them will never be greater than
now. As you said, in 6 months you may not have any leverage.

Just my $0.02.

------
gaius
It takes balls to say to your boss, you are damaging the company. Did you hire
a CTO or a yes-man? It's time for you to transition to a new role in the
company, not coding hands-on but designing new features.

If you wanted a guy to take care of the details but not the big picture, you
would have hired a lead engineer NOT a CTO.

------
randomflavor
Are you and your partner equal partners? Can you do more stuff on the biz
side? product management/dev side? He's prob right, you shouldnt be coding
enterprise level delivery with hackery crappy code. Be of service elsewhere or
it will be a pain in the ass.

------
kyleblarson
Tough situation, sorry to hear about it. The comments in the thread are very
informative. As I read each comment I'm thinking to myself "is this commenter
an engineer / founder / vc / etc" and finding that to be an interesting
exercise.

------
hoboerectus
Does the code you write reduce the costs or increase revenue of the business?
Get those numbers together and compare them to the rest of development. If
they compare favorably, share them with the CTO. If not, find a way to
increase them.

------
webwright
Founder shuffling is not uncommon. Founders aren't always (or even often)
great managers, leaders, or recruiters-- which is what you need to transition
into if you're going to stay with the company. I'd encourage you to try to put
yourself in their shoes. It doesn't feel fair for you, but if a co-founder who
owned a huge vesting stake in the company didn't grow/perform like you'd
hoped, would you want to negotiate their exit? Or would you keep them on out
of loyalty, knowing that it hurt the company's recruiting efforts, culture,
and chances of success?

It sounds like you've raised money, have a business co-founder, and have some
other employees. All of those people are (rightfully) should be asking what's
best for the company. Hopefully you are too. If the stock you're vesting
(hopefully you have vesting schedule!) is outsized compared to the value you
bring to the company, you need to fix the problem.

I'd ask your co-founder for their thoughts and (potentially) I'd ask your
investors. Unless the CTO is going rogue, he's probably already got support on
both of these fronts, which means you can't really do much other than make a
scene and/or sue if they want to show you the door, which will damage your
company, your stock in it, and your soul. No fun.

Assuming your co-founder agrees with the CTO (likely), options:

1) Say you love the company, don't want to leave, but acknowledge there is a
problem with your compensation/value ratio. Negotiate to an agreeable role and
pile of stock with the caveat that if you can prove yourself invaluable, you'd
like to be able to come back to the table. If they push back, saying you
aren't good enough, ask for a 3-6 month trial period to prove your mettle.
Bust ass and become indispensable.

2) Leave gracefully, with a negotiated severance/stock package (know that they
can dilute you and there are ways they can wipe you out at inopportune times:
[http://www.geekwire.com/2014/redfins-first-cto-shocked-
surpr...](http://www.geekwire.com/2014/redfins-first-cto-shocked-surprised-
companys-plans-cancel-stake/) )... But unless they are bad actors, you'll get
a nice payday if there's even liquidity.

3) Pitch a fit. You'll lose this fight unless you guys botched the company
setup or you have allies among the investors. This will hurt the company a lot
and it's a bad path.

Good luck and (above all) congratulations for being instrumental in creating a
viable company!

------
allworknoplay
This is a tough situation. I have what I think are some relevant recent
experiences, but I've signed some agreements and can't just post on the
internet. e-mail me at jackphelps at gmail dot com if you want to talk.

------
jbverschoor
You hired the right guy, he's technically better than you Congrats!

So the second part is basically you getting a new job in the company. If there
really is no place for you (which I would doubt) then you still keep some
equity and go on.

------
BigBalli
He does have a point. It's not common because usually higher-ups always remind
people who's in charge. It's up to you, but if you decide to stay you need to
be more affirmative and build self-esteem.

------
rajeevk
IMO, there is no point you try to improve your coding skill at this point of
time. As a co-founder, you should try to improve on management skills, try to
find replacement of your CTO and then fire him

------
michaelrhansen
As mentioned I would have a lawyer review your contracts thoroughly. When
money starts coming in the door, the game changes completely. Situations can
be brutal, don't be one of the sad stories.

------
throawaycofnder
Throwaway here.

I too (like Bluestrike2) was squeezed out of the company I co-founded. I know
what it’s like. And I want to help.

In my situation, I didn't get 3-6 months notice.

There was a "difference of opinion" about the value of work I was putting into
the business, and a "difference of opinion" about where the business should go
strategically, and one Tuesday morning I entered a grim meeting where I was
given an exit contract to consider.

It was a bit of a shock - and they kindly offered me a few days to think about
it, letting me go home to cry.

How very kind of them...

...I realised the next day that it was to get me out of the building without
incident - and that they'd already begun changing passwords (including my work
email password) in the meeting, and continued the rest of the day.

How humiliating…

The situation you’re in sucks.

For what it's worth (and I say this sincerely), I'm so fucking sorry.

They're assholes. You don't deserve this. And the company never would have got
to where it is today without your contribution - and how dare they use the
foundation you built (your baby) to screw you.

Then they have the gall to act as if you’re "not good enough".

Fuck them.

You’re awesome. You’ve done some cool shit. And - as great as the project is
you’re working on now - I would sincerely hope that it wasn’t going to be the
crowning achievement of your lifetime. I’m absolutely certain that the best
for you is yet to come.

I could tell you how good things are going to be in the future, and you
probably wouldn't believe me.

I could tell you that the lessons you learn now about control,
shareholdership, business politics and more will save you later when friends
and colleagues are learning the lessons themselves.

But both of these are cold comfort.

Realistically things are going to get harder for a while (finances, life
direction, self confidence, etc), but in a few years as these things get back
on track you'll know yourself better, be doing something you love more, and
will be much wiser as a result of what you're doing right now.

Now... Let's focus on the next few weeks.

Firstly, ignore the posturing and politics in this thread about whether or not
the CTO overstepped his bounds. Realistically, if he has the CEO on-side, it
doesn’t matter.

Feel free to get up on your high horse about this if you need to, or if it
makes you feel better. Or you could wear funny hats. Or do something else
equally useless.

When you’re ready to do something productive, let’s keep going.

~~~
throawaycofnder
What I'm going to tell you next is controversial. Take it or leave it. I'm
sure other people will tell you it's wrong/immoral/stupid/a bad
idea/whatever... Good for them.

I want you to start saving everything.

Save emails. Save contacts and contRacts. Save code libraries. Save workplace
procedures and systems. Save lists of your clients, suppliers and resellers.
Save strategy documents. Save analytics and marketing plans. Save Facebook
remarketing lists.

Then put all of this stuff in a drawer, and forget about it for the next few
years.

One day down the track, you're going to wish you had access to some of this
stuff.

"What was that supplier/investor/advisor's phone number?", "How did we build
our user base initially?", "How successful was X technique?", "What was the
codebase we used?", "Who was that great client who gave us helpful feedback?"
etc.

Keep it offsite, and do it in a way that won't set off alarm bells (slowly,
reasonably, etc). Be very very careful. This is probably their #1 fear, and
they might be keeping tabs on access logs for certain sensitive documents.

No doubt a lot of this data will be stored on your computer (laptop?) already.
Back it up, and keep a backup offsite so that it's protected if you get a rude
shock and are forced out at a moments notice.

The other way to access it is in the normal course of work over the next few
months. If you have a legitimate reason to check X while you're doing Y, then
check X on your local machine and save a backup. Over 3-6 months, you'll
probably end up touching every piece of the business.

This is not about power. It's not about revenge. And it's not copyright or IP
rights. (Don't be stupid and try to use it to "get them back", or to beat them
at their own game, or ruin them, or whatever. You'll lose.)

This is a reference for you. A time capsule you can look back on for lessons,
advice and strategy when you're building the foundation of your new life -
without having to go back to square one.

~~~
throawaycofnder
So if you're saying that they need you for another 3-6 months, then it might
be worth pushing forward exit talks now - before you become useless and
unnecessary in the business, and while they need you.

Your lawyer will be able to advise you on strategy here, and if they're cool-
headed, it might be best to get them to negotiate on your behalf. (I know
personally, one harsh comment or unfair criticism and I'd lose my focus in
negotiations, or break down and be unable to cope. So having an experienced
advocate might be worthwhile.)

How I would be playing this would be:

a) I'd explore a scenario where I stayed on in a non-tech role, without losing
the equity vested.

b) I'd explore whether I could (kindly) stay on for the 3-6 months they needed
in return to receiving a payout for the equity vested at an agreed amount that
saw me take back the personal wealth plus an agreed amount of money for the
vested equity. (This is going to hurt, and you'll feel like they paid too
little while they feel they paid too much, but I don't think you should tie
your equity to something illiquid that you have no control over.)

c) I'd explore plan b, paid out over instalments instead of in one lump sump,
if they don't have the capacity to pay right now.

d) I'd explore plan b as a mix of equity plus cash - maximising cash.

e) I'd explore plan b, but instead of a payout I'd look to increase the vested
equity in the company to an agreed amount. (If they can't get the money to pay
out out now, this might be the only option - but I think it's messy and
risky.)

f) If you can't get any of those, just do whatever you can to walk away with
as much of the capital you've invested as you can - ideally in cash.

How did things work out for me?

I ended up with a Plan C. It worked out to be the equivalent of about 1.5
years dividends from my shareholding as we were structured differently, was
already profitable and industry-leading in what it was doing. I thought I got
screwed. My co-founders thought they paid too much. Whatever. All divorces are
acrimonious.

Fast forward a few years, and I have a new company that makes me more money,
sees me working 10-20 hours a week, and doing something I enjoy doing far
more.

What's happened to my co-founders? Well, the business reached saturation point
soon after I left, and is now struggling to survive. After we finally forgave
each other, I caught up with my now greying, stressed, sick, tired, overworked
and underpaid cofounder/former best friend and I feel sorry for him. He
actually looks at my life now and envies it. :(

What happened to me at the time left me teetering on the edge of suicide. It
was humiliating. It was a huge fall from grace. And I felt utterly destroyed:
financially, emotionally, spiritually, and physically.

It took me 18 months to recover, 2.5 years to regain a level of confidence in
who I am and what I do, and 3 years to build my new business, and 4 years to
stop regretting what happened and feel happier about where I'm going than
where I've been.

You sound like a smart guy - and I'm confident that your new life will be far
better than the hell or uncertainty you're in right now (or the hell you may
be in for another 3-6+ months).

My wish for you is that you get to leave your current situation with the best
possible foundation (whatever it looks like) and you begin your new life as
soon as possible.

If your future isn't in this venture, then the sooner you get started on "the
next thing", the sooner you'll get there.

------
midas007
Founders need to find more ways to be useful.

If you have the hustle, get going on sales and biz dev.

Because all the coding talent in the world doesn't matter if customers aren't
buying or don't know about your app.

------
napolux
Hire an attorney, and leave with all the shitload of money you can grab from
these (not thankful) guys. What the other cofounder says about this situation?

------
sunny1304
is it possible that you stop writing code for few months, revisit your
programming skill and meanwhile remain active on administration level ??? If
you think ur coding is not good, then there is always a chance to improve. And
leaving the company is out of question. You have founded it. So you MUST be
there because every story dont end like Steve Job's firing from Apple.

------
darksim905
He's throwing you out & fucking you over. If you're a founder you stay a
founder unless you did something horribly bad.

------
hackchir
Fire the CTO, asap!

Do not underestimate yourself, you can code and be very helpful to the
company. You definitely do not need that type of CTO at this point.

Comments like "your code is not good enough" are completely subjective and if
anything show malicious intent to cut you off.

I would talk to a lawyer in terms of what is the best way to do it though,
such as you can maintain your equity and influence in the company.

DO NOT let that a-hole take advantage of your hard work and dedication you
have put in your OWN company!

------
joncooper
Are there any of: a legal entity, employment agreements, IP agreements,
participation agreements?

------
RollAHardSix
He works for you. Tell him to go fuck himself. He's way overstepped his
boundaries.

------
tuke
It sounds like you're a good coder . . . because you care. Just saying'

------
gojomo
Make sure you've seen 'Startup.com' (documentary) and 'The Social Network'
(useful for the archetypes even with the fictions). If you do wind up as an
early founder out, try to be more like the guy in Startup.com, or Jawed Karim
(YouTube), rather than Ron Wayne (Apple).

------
pyrrhotech
dude, you are the founder, he is an employee. You presumably have a lot more
control over what happens at the company than he does. If you aren't a great
coder, keep learning.

------
YuriNiyazov
Doesn't he work for you? You are a founder, after all.

------
youngButEager
If you feel that you've been used, you're right. Here's how you know:

1) did your co-founder grasp your skill level when you were both starting the
firm? I 100% suspect you were forthright and yet your cofounder/ceo ran with
you.

2) I'm sorry to break it to you, but you probably already suspect. For
reference, read how Larry Ellison pushed out every one of his cofounders of
Oracle in order to get the pie. Zuckerberg: did the same thing. Bill Gates and
Ballmer pushed out Paul Allen in the early days of Microsoft. Yet Allen and
some of Zuckerberg's 'pressured-out' victims still got paid. You need to get
paid to. You got the firm to the point it's at -- your intellect, your
creativity, your hard work.

3) You've already agreed to the supposition "the CEO (your co-founder) has
quite a bit of confidence in the CTO." Why is the CEO unwilling to do the
right thing about you and say 'he stays, he was here first, he laid the
groundwork, we got where we are because of him and me together, he stays.'
That is not a good sign that your cofounder is not backing you up.

4) My older brother was in your situation, part of the original ownership of
the firm, they hired a pro outsider to take the reigns to scale it. That
outsider's first objective was to bring in his people and he got my brother
fired. The reliable cofounders then fired the outsider. Just as in your
situation, my brother had invested in the firm. You may not have a reliable
co-founder. OR. The CTO is playing 'divide and conquer.' Try to figure out
which is the case. If the CEO/your cofounder hedges, you can't trust him.

5) Some companies keep on cofounders even if they're 100% green about business
issues. At first, Sergey and Larry (google) did not want any advertising at
all. Advertising _made_ google. Larry and Sergey were too dumb about that
part. They got talked into it by pro outsiders. Then Larry waited many years
but he finally runs Google. He was a grad student with zero business acumen.
But they remained loyal and gave him time to learn business strategy, develop
business acumen, etc. Neither Larry nor Sergey got pressured out, and if the
investors tried 'divide and conquer' to steal the entire business, they
underestimated Sergey and Larry's commitment to each other.

You're probably being 'pushed out' and you may be in for quite a battle -- go
see an attorney and tell him what's up and _do not sign anything_ in your
startup.

Your minimal objective is 100% vesting of all your equity. If your investors
get paid, then you -- most likely owner of common shares, not preferred shares
-- might also get paid. But if you allow yourself to be pushed out, you've
kissed away a chance at some common shares enrichment -- in a company you
started. That's a huge deal. Maybe once in a lifetime. Maybe.

------
Thiz
Stop coding.

Secure your equity.

Get a lawyer.

Fire the CTO.

In that order.

------
innocentius
Have you read Kafka's The Trial?

------
notastartup
He has NO point. He has no right to mouth you off like this. Take a cue from
The Social Network.

    
    
        [leans down close to Mark, his voice low and dangerous] 
        And I'll bet what you hated the most was that they 
        identified me as a co-founder of Facebook, which I am. 
        You better lawyer up asshole, because I'm not coming 
        back for 30%, I'm coming back for EVERYTHING.
        
        [backs away from Mark slowly, still looking at him]
    

Hint, that is what you should be getting ready to do. If he runs his mouth
like this again, fire his ass, he's trying to snake his way in.

~~~
dkersten
I think The Social Network is a bad example. I don't know what happened in
real life, but in the movie the guy was never there. I wouldn't want an
absentee co-founder to have 30% of my company (or even 5% for that matter)
either if I was working on it full time.

------
whatevsbro
Try and find out if the CTO is the only problem, ie. he's not conspiring with
the other founder.

If the CTO is acting alone, get rid of him and continue with the business. If
not, ruin their fundraising chances, cut your losses and move on to bootstrap
a business on your own.

A prolonged fight won't do you any good.

------
beachstartup
there's plenty of other good tactical advice here, but i would like to say
something more general:

this is the point in your life where you decide to be a lion, or a lamb. the
hyenas are circling and they're not going away.

~~~
headhuntermdk
That reminds me of when I was in bootcamp. Our DIs would constantly ask us
"Are you a mouse or a man?"

