I'm in my late 20s. It's been almost 4 years since we founded our startup company. We pitched for a year and eventually gathered enough investment to give it a go. The initial plan was to release our app in the local market (middle east) and aim for more users. At the end of first year, with the approval of the board, we decided to delay marketing spending for more development to polish existing features as well as to add more ones. We revoked one feature (not ads) which would provide early cash flow as it turned out to be too ambitious and rash.
We pivoted and decided to go global with our proven to be fun features highlighted. It went smooth and retention rates grew tremendously until finally the day for series A arrived. The lead investor (the one with the most equity) already hinted that he would be willing to invest, some others followed as well. They are all angels btw.
Mails exchanged, meetings happened, places were visited and it turned out what we can gather is not enough to handle marketing costs for aimed growth. We contacted people from crowd equity funding companies. Apparently, none of them is currently accepting applicants from our country.
During our last meeting, the board discussed the idea of an initial coin offering. Some of our investors are crypto enthusiasts and many of them think it is a good idea to fund a project publicly with tokens. The thing is, our product doesn't resemble anything like a currency, not even a commodity in my opinion. It sounds unnaturally arbitrary to have tokens inside our app, or a token with our app's branding on top. Moreover, as someone who is the most technically proficient person in the board, I can easily deduce that all the proposals about hows and whys of the ICO resembles an obfuscated fraud. I couldn't believe what I heard that day and it seems I am the only one who thinks that way.
I plan to spend my all remaining days until the next meeting to prepare the hugest report ever written, hoping it will prove that it is the worst idea we ever discussed. As my voting rights being limited, I have no idea what to do if my report doesn't stop its happening. I still need to work for a year to permanently gain rights on my own equity. If I quit now, I'll lose everything except the lessons learned during these 4 years.
Small advice in general, as someone who very often fail to convince people, then leave, then happens to be right in the end but withouth being there anymore to enjoy it.
Convincing people is a very different matter from proving that you’re right. Those kind of debates often happen because there isn’t a rigourous mathmetical proof that can invalidate the decision, so you’ll have to resort to different arguments than purely logical ones. Eg : in your case, saying « our product isn’t emitting anything ressembling a token, so ICO doesn’t make sense » should be enough theoretically, but it probably won’t ( they’ll probably mention other ICO with product like yours).
So, you have to think about the personal motivations of every people you’re trying to convince, sincerely and honestly understand them. Then try to find a different answer than an ICO for each of those motivations.
Good luck though, because whenever rationality is lost, things becomes emotional then ugly.
This is the best advice in the thread. Notably missing in the OP is: "What is the option for the company if you don't do the ICO?" Selling that, even if it's "Going out of business without having wasted other people's money is preferable to fraud," is a big part of how to actually have this discussion.
Option #1: Just quit, and keep your mouth shut. Do you really want to be party to a fraud? And, given it is a fraud, will your equity ever actually be worth anything? This is the easy option.
Option #2: Quit, tell world you think this is fraud. Better talk to a lawyer first, you want to phrase it the right way (and may get sued anyway).
Option #3: Stay on, try to convince them it's bad idea. In this case I'd go for "I think this is fraud, it's too risky", with nice broad paper trail that will be trivially findable by discover if they get sued later, and copies of paper trail kept by you. You may well get fired. And do you really want to keep working for these people?
Thing is, if company's choice is "fraud or bust", it's dead anyway. So you're not losing anything by quitting (and maybe you can get them to pay you a lot of money for transition to replacement CTO.)
If you do quit, leaving behind the nice paper trail for lawsuit discovery might discourage some bad behavior.
(Not a lawyer. Not legal advice. I'm random person on Internet. You probably want to talk to a lawyer.)
Who would work-hours bear,
To grunt and sweat under a startup life,
But that the dread of something after now,
The undiscovered country to whose bourn
No traveler arrives puzzles the will
And makes us rather bear those ills we have
Than fly to others that we know not of?
Thus time does cause operations in us all,
And thus the native hue of indecision
Is painted o'er with the pale cast of change,
And edifices of great inertia
With this regard their currents turn awry,
And gain the name of action.
I was once told of this expression: It doesn't matter whether the rock hits the egg or the egg his the rock. The egg will break.
If you are the egg, either get out or prepare to suffer (#4). It looks like in this case the CTO feels he/she is the egg and a wrong choice has been made.
If "it is definitely happening" then I would suggest #3, find another job and be merry :)
> Option #3: Stay on, try to convince them it's bad idea. In this case I'd go for "I think this is fraud, it's too risky", with nice broad paper trail that will be trivially findable by discover if they get sued later, and copies of paper trail kept by you.
This approach requires great care. You could easily leave a paper trail that makes it look like you (1) knew it was fraud, (2) advised against it because you thought it was risky, not because you thought it was wrong, (3) when the company went ahead with it you went along.
I think you want something more along the lines of "This seems like it could be fraud, or at least appear to be fraud, but I'm not a lawyer...are we sure this is legal?", and the paper trail needs to have someone that you have reason to trust answering that it has been checked out and is OK. If it hits the fan legally, either civilly or criminally, you need to come off as someone who was an inside victim, not an inside accomplice.
An interesting thing too you may experience at discovery is that the other party has documented their own parallel but self-serving version of events via emails to themselves.
e.g. "Today Harry repeated his threats to sue us for fraud. Todd and I are trying to work out how to deal with it, its new territory for us."
Option #3 leaves you open to this unpleasant scenario.
Option #4: Voice your concerns, document, if you can't stop them quit as soon as a lawyer agrees something bad was done, and then sue them. Now you let the world know and maybe you can sue for your equity since you were forced to leave by not wanting to commit fraud.
OT: thank you for your conscientious objection, and for talking honestly about the situation. Would be fascinated to hear the rest of the story; I hope you didn't end up going to prison as many peaceniks seem to.
There's also option#4: just get on-board. Accept it's a fraud, milk it for everything you can, then leave after (hopefully) cashing in and leave the whole mess to everyone else and hope there won't be any (too bad) implications for yourself.
Here's an opposing view, from someone a little older and maybe a little wiser. In the big scheme of things, you're not that important. Your company is also not that important, and whether or not your company chooses to adopt this coin is not that important. If it's a "fraud" by your definition, then many, many other coins (and companies, for that matter) are also fraudulent, and it's not a very important fraud, so don't worry so much about saving the world from it. If you have any interest in working on blockchain technology, go with the flow. Leverage what skills and advantages you have in your life, don't burn bridges, and especially try to keep from burning your bridges because of ego issues. Remember, you're not that important. But you are important enough to do what you enjoy, important enough to have people in your life and career who look out for you, and important enough that every single day you learn something or work on something that progresses your ambition in some way. Maybe this coin offering can be a part of that and maybe not, but the answer is more likely to be found within your own psychology than the details of this particular technological/business crossroads.
Or maybe they actually see something that other people are failing to see.
I was in a position like that a few years ago. A manager a few levels above me had done a severely flawed study, and proposed completely restructuring our company's revenue model based on the results. He pitched it to us before going to the executive team. I pointed out that his numbers were too small to achieve statistical significance, and he was inconsistent in how he calculated the key metric in the study.
Another engineer in the room indicated that they were also concerned that he was proposing a massive change to our company based on very shaky evidence. Other people mostly sat quiet, too scared to make the manager angry.
And indeed, he got pretty pissed. He pretty much told me to shut up, and I let it go. I really wish I hadn't, because the results were even worse than I'd imagined.
He took it to the executives who loved it, and promptly restructured the company. We lost 2/3 of our revenue almost overnight. Investors were furious, and many of them sued us. Most of the executives were forced out, and the company was sold off for a tiny fraction of its previous value to one of our competitors.
The acquisition didn't go well. A lot of my co-workers lost their jobs in the process. I was fine because I saw the writing on the wall, and I started interviewing almost as soon as that disastrous meeting adjourned. I was long gone by the time the hammer fell.
I feel really shitty about being bullied into silence. I saved my own ass, but dozens of people lost their jobs. I could have fought harder for them. Yeah, I probably would have made things worse for myself, and I might have even gotten fired. I still feel like I did the wrong thing.
I would recommend pointing out errors one on one, not in a meeting of a manager's direct reports.
In this one on one, I would feign having trouble understanding the model and ask the manager to walk you through it in more detail so you can understand it. During the review, ask some pointed questions that will lead the manager towards the error.
In many cases while explaining the model in detail, the manager will discover the error on their own.
This approach allows the manager to save face. Many times, the manager will be very relieved and many times they will realize you knew there was an error all along.
I like this approach. It sounds like a play right out of "How to Win Friends and Influence People". But... This also needs a good chunk of maturity and trust in both the employee and manager. Doesn't mean don't try it, but also don't be surprised if it doesn't work.
Second take away for me should be: it doesn't matter if it's your manager, or a random person on the street, allow people to save face in any situation possible.
You did your job, and should feel no guilt. You could have gone to the other executives and board, but having been in the same boat I can guarantee your odds of success would have been slim, and your odds of being pushed out good. If you were super skillful and political, you might have been able to approach key execs and ask them if your questions had been adequately examined, and maybe someone far higher than you in the company would have taken up the torch.
As an aside, this is a great example of crappy managing. A good manager should prize getting opposing opinions. This person valued getting their ideas implemented more than they valued making the best decision for the company. As you saw in your meeting, it's incredibly intimidating for rank and file employees to publicly disagree with managers. You were special because you did so, and that kind of public honesty should always be encouraged and cultivated in good organizations.
In the end, it's not your company. You offered your sincere, thoughtful feedback, it was not taken seriously, and that is on them.
Had you "fought harder" you might have burned bridges for yourself and caused undue hardship and stress. They might have stayed the course regardless.
It's not your fault. It's not your company.
The best thing to do is to do the work to upkeep those relationships you felt were valuable. It's a small world, and a recommendation for your coworker's next position might be more valuable in the end.
I was in a company that had a number of products. We had one product which I'll call Workhorse; it was boring, but provided almost all of our revenue. Despite that, only a few people were on the Workhorse team, because the product was un-sexy and management didn't like it. Management wanted to have a hip startup vibe, and Workhorse just wasn't it.
So management put tons of money into acquiring and creating new products, in the hope that those would become the next big thing. These products varied in quality, but none of them were profitable.
I worked on one of the smaller products, which was of middling quality. We didn't even generate enough revenue to pay the salary of a single developer, let alone the dozen people on the team. It didn't matter though, because we projected the attitude that the executives wanted.
In order for the rest of the story to make sense, I have to spend a minute on a seemingly unimportant detail. The company as a whole referred to subscribers as "people who pay for our product." It seems like a reasonable definition, but led to some problems.
Most of our products were straightforward. With Workhorse, you paid a flat fee of $45 each month to use it. Some of the other products charged a fee for different tiers of plan. The product I worked on was unique; we only charged money to businesses that made money when they used our product. Our product was rarely successful at making money for our users, so only about 50% of them ever ended up paying for our product (thus, becoming subscribers).
So Devin calls us into a meeting. He tells us that we've done a great job and built something really special. I knew we hadn't, but who doesn't appreciate having their ego stroked every now and again?
Devin cuts to the punchline and tells us that he's done a study, and found that our subscribers have the highest subscriber satisfaction of any product in the company. We beat Workhorse by miles, and even all the other products couldn't hold a candle to our subscriber satisfaction.
Most of our company's users only used Workhorse, but Devin believed that was because we weren't trying tell sell our other products hard enough. Since our subscribers were happier than Workhorse's subscribers, we should make a big push to convert all the users of Workhorse. In fact, since Workhorse had so much market share, and it's probably the best way to make customers aware of our product, we should cut the price of Workhorse from $45 per month, down to $15. Then we'll charge more for our cooler products, and aggressively market them to Workhorse users. We would make piles of cash.
This was the point where I raised my hand. I asked which users he surveyed, and he said he surveyed subscribers. I asked him if he included non-paying users, and he said of course not; you're only a subscriber if you pay for our service.
I explained that this was a problem with the study. Our product only charges you money if you make money. Since our product isn't very good, we only make money for half our users. So the 50% of people who got zero results from our product, Devin just ignored. He didn't survey them. Then the 50% who it did work for, they were pretty enthusiastic about our product.
Meanwhile Workhorse defined a subscriber very differently. You got a 1 month free trial, and after that you became a subscriber.
That means Workhorse surveyed any user who stuck around for more than a month, while we only surveyed the 50% of users who had success with our product. We threw out most of the people who were probably dissatisfied.
I told him that you can't compare our subscribers to Workhorse's subscribers because they're apples and oranges. Furthermore, Workhorse had tens of thousands of users, and we had a few hundred. You can't survey 30 users and compare that with a survey of 5k Workhorse users.
Another engineer piped in and said that he was also concerned. By excluding our unhappiest 50% of users, we were biasing our study in a way that Workhorse wasn't. I looked around and saw a few other people whose eyes said they were also worried, but they stayed quiet.
Devin got mad, he did some shouting, and I shut up, let it go, and started applying for jobs.
Devin took his plan to the executives and they loved it. It was a vindication of everything they'd been doing for years; all the time and money they spent on transforming the company had been successful. They didn't have to be a big, boring corporation with a big, boring product. They could be an exciting company with trendy products.
The executives told their investors that big changes were coming, and the company would be more profitable than ever. We had a series of exciting products, and we had internal studies showing that with a new marketing push, we would dominate the market.
They cut the price on Workhorse from $45 per month to $15 per month, as Devin has outlined. Our customers thought this was great. They liked Workhorse at $45, and they loved it at $15. Sure, some aggressive salesperson would call them every few weeks and try to get them to pay for some product they didn't care about, but customers got used to ignoring the calls.
Revenue plummeted. Investors were furious, and even accused the executives of fraud. They believed that the hype from executives about big profits, followed by the complete collapse of revenue, was the result of deliberate malfeasance. I can tell you from being in the room that it wasn't malfeasance. Someone told them what they wanted to hear, and claimed it was all backed up by numbers. They bought it, and I've already told the end of the story in my previous post.
For me, the moral of the story is that you should be wary when someone tells you want you want to hear. It's tempting to go along with that message because it makes you feel good. Unfortunately, it can also destroy your business if they're wrong.
Wow, this is is great insight. You nailed it on the head with "wanting to go along with the message because it makes you feel good".
I think one of the most important things in business is knowing what works, even if it's not what you want to do. Not sexy, true, but I suppose that's why they call it "work".
This is a very odd response. Whether or not OP is "that important", they're opening themselves up to civil liability or even criminal prosecution is pretty important to them. Committing securities fraud isn't some fun game you can just quit if you like, it can have very serious consequences.
>If it's a "fraud" by your definition, then many, many other coins (and companies, for that matter) are also fraudulent
The SEC and many other regulators around the world are, in fact, coming to this conclusion. We're already seeing a crackdown starting.
That's a ridiculous generalisation. People are far too quick to throw around the fraud accusation. Unless you have actual evidence of fraud for nearly every one of these token sales that you refer to, it's irresponsible to make such a damaging accusation.
As described in the SEC letter at GP's link, all of the ICOs I've seen clearly categorize as securities, and none of them seem to be registered. Selling unregistered securities to the general public is securities fraud. Although I'm sure there are a few ICOs that followed the rules, it doesn't seem like a terribly unfair generalization.
"Securities fraud" is not always fraud. The SEC and statutes can have a definition for fraud that does not conform with the real definition.
Moreover the SEC communiqué does not say almost all token sales are securities offerings. In fact the Investigative Report on the DAO lists several securities-like qualities that the DAO had that most tokens do not have.
Well said. I'm also a little older and think exactly along those lines.
A mistake in building a feature is not the end of the world. If you don't manage to convince 90% of people at your company, then they will do it, with or without you.
And in fact, you should also consider that despite your absolute certainty that this is a bad idea, you also could be wrong. Maybe your product doesn't need coins at all, but funding wise it may be smart to ride the hype, just to get cash. It's not very classy, but business is not very classy in general.
This may be good advice in general, but I don't see how it is on-topic here. Which part of the original comment made it seem like "ego issues"? I did not get that sense from the comment at all, and I think reaching out for advice actually demonstrates the opposite. Trying to figure out the right thing to do in a tricky situation is not "ego".
You know it's fraudulent. If they won't go along with you on the don't commit fraud thing--and I agree with you in that ICOs are at best penny-stock trash and scams at the median and worst--I see no way I could react other than to quit.
You're talking about a Series A company. The likelihood that your equity is worth anything remains very low. The likelihood that you will burn your good name and have trouble looking yourself in the mirror strikes me as much higher and much more destructive than that. And you have more than just those lessons learned for four years--you can still leverage that you were the CTO and handled much of the heavy lifting of that company, and point out that you left because your founders were doing dirty.
I am very not a lawyer, I am very not your lawyer, and this is very not legal advice, but depending on jurisdiction you may have some leverage as far as that equity if you really want to chase it (though, again, I don't expect it to be worth much). "I quit because they were being galactically scummy" has some persuasion to it. And definitely talk to a lawyer before you go public with the dirt.
> I'm in my late 20s. It's been almost 4 years since we founded our startup company. ... If I quit now, I'll lose everything except the lessons learned during these 4 years.
I'm in my late 20s. I have never been a CTO. I spent three years of my life working for a perfectly normal and boring startup that eventually ran out of money and shut down. All the threading bugs I tracked down, all the packages I backported, everything was for "nothing" in the end, except what I learned. My equity vested, and was worth zero.
A few months before they shut down, I got the sense that this company wasn't what I wanted to do with my life, and it wasn't really going anywhere / the technical goals were shifting into something much less ambitious and much less meaningful, and moved across the country to work on another project with a friend (and stay part-time at the old place). I'm very glad I trusted my instincts there.
You'll find something else to do, and you're already better off than most people your age by having the experience you have. Don't hold on to sunk costs.
Well if you think the company is going down (either by being fraudulent or by the ICO not working out) then your potential shares are also worth nothing. In that case, it's better to quit now because you won't be wasting any of your time.
Having said that, if you think there's a fair chance that you might convince your board, I'd give it a go.
Also, make sure for your next startup not to accept a 4-year cliff on your vesting schedule (standard is a 1-year cliff with a 4-year vesting schedule that vests linearly prorated monthly/daily).
A board and executives that would be willing to implement a scammy crapcoin ICO over the written objections of its CTO would probably not have a problem screwing that person out of their equity somehow.
If they decide to do the ICO, resign immediately, because that equity isn't ever going to pay out for you.
Please also give your underlings some hint of what might be happening, so they can update their resumes before they are asked to run the scam without you.
You refer to the ICO as fraud but I'm curious; what evidence do you have of that? If it comes down to "our app really doesn't need a token" then that isn't fraud. If it's "we're going to sell this token knowing that we're going to phase it out and just use fiat after launch" then that's fraud. I understand that as the technical guy in the room you might be uncomfortable with shoe-horning a token where another tech is a better fit; however, that doesn't constitute fraud, just bad engineering.
Save the report man. They aren't interested in the technical reasons of why a non-blockchain solution is better. In fact, they're not interested in the tech at all - they are approaching it from a fund-raising perspective. If it's fraud and you know it - leave. If it's not, do the ICO, raise the cash and save your company.
First and foremost, I applaud your integrity and levelheadedness.
It is rare in the startup world, and even more so among the less experienced people who often lose perspective at the sight of money.
The ideal solution is to engage in office politics, but there's not much time, and we techies generally suck at it. It won't be playing on your home turf.
> I plan to spend my all remaining days until the next meeting to prepare the hugest report ever written
I doubt that will get their attention.
It has to be:
1. Short
2. Convincing (read scary)
Focus on two messages only:
* you will go to jail *
* you are killing the future of the company when it's generally well-off *
Create examples. Cite business people (NOT techies!) calling it a fraud. While I said "short", the list of examples should be as long as possible.
Finally, ask the question: how many companies that ICO'd got acquired?
Insist on quality legal counsel. ICO's do not have to violate the law (though many probably do). Competent counsel will be able to talk them through how to do this safely and explain the risks (which can include returning funds and criminal sanctions) if they try to take shortcuts. If you're not sure which firm to use, look at who sophisticated buyers are using (e.g., check SEC filings in their Edgar system and cross-ref with who's putting out literature on ICO's).
Depending on the location, if their app collects revenue or is sold in a local then it has a formal presence, and is subject to the laws of that jurisdiction.
I can NOT release an app that violates EU privacy laws in the EU and expect that it will be allowed to be sold after the issue is discovered.
In the case of crypto (what were talking about here) local laws would apply. If china holds tightly on to that ban, if south korea follows suit, and this feature is integrated, then they are defacto violating local laws and may be subject to local laws and sanction actions.
See my other comment here, but you would still be subject to local laws and regulations and that may limit or prohibit the sale of your app depending on your features and how they are integrated.
They absolutely will. If their company is going to be offering tokens in the US, or anywhere, they open themselves up to prosecution in those jurisdictions.
Writing a "huge" report is a massive waste of time as nobody will bother reading it. Their minds are already made up on the matter. It's only purpose would be that you have already decided to stay with the company and want an artifact for plausible deniability then things go south.
If its fraud and you want to protect yourself , quit, leave and make sure you keep as much documentation you can.
As someone else mentioned, and something that I need to remind myself often: convincing people is a very different matter from proving that you’re right. My $0.02:
- Feel free to build the huge report, but likely only show small and focused bits that will make the difference based on the details on the ground.
- Try not to just make a logical argument, but focus on the emotional and financial needs as well. Emotional needs would be thinking such as ICO is cool, but is there a lot of risk, especially when you have a business that is working.
- It is often hard to completely change people's minds. Sometimes it is better to suggest the compromise. To do ICO for our market, we will need to pivot in these ways ...
If you want to convince your crypto-enthusiasts, don't try with a huge report. It's not going to be read in detail (IMHO, just like few people ever read whitepapers). I'd make a short list of your strongest arguments, and have a conversation based on them. Probably even 1on1 if you can make that happen.
If they still want to do it, and you have no voting power, you are basically hosed -- consider though that if your investors do have voting power to sway direction, that's why they bought voting shares, to be able to sway direction. And if that means making non-sensical moves, oh well. And if you can't get your CEO's vote on this, and he can't convince the investors, it's probably a good moment to look for a different place to work at. Your company isn't yours unless you hold enough voting power.
This. Also try to phrase dissent as questions, such as
"How likely is it we will be sued?"
"What will we do if we are sued?"
Put the onus on the advocates to address all of the concerns before the plan can even be considered. If they don't have good answers to scary questions, it will be the best help you can have.
For further reference, I must add I own a few hundred USDs worth of alt coins just for the thrills. I code smart contracts on my local machine for fun. I run my own bot to exploit price fluctuations on some exchanges, I earn a dollar per day. It is fun to play with crypto, but that's it, it's gambling without any doubt. Blockchain is an amazing technology, if only it hadn't been monetized this much.
Don't prepare the hugest report. The board and investors probably won't take the time to read and understand it. Write a concise, non-technical report that will help business people and investors understand the potential consequence. And then include an appendix with more technical details.
My use of language might be confusing. We had a proof of concept implementation before the first investment. We got the investment after pitching for a year. We built and released the v1.0 in 6 months. Improved it for 2 years. Pivoted last summer. Retention rate is still increasing today. The meeting about the ICO happened lately.
You don't have anything vested at all after 4 years that you could exercise now? That seems unusual to me.
Sounds like equity in this company is really not worth that much because the company has yet to find a viable foothold after 4 years. If no investor will pay a reasonable amount for the equity, why do you believe it is worth anything? The ICO seems like a move out of desperation.
My advice would be to look for another opportunity while you're still gainfully employed. You may get into another opportunity with true growth potential.
Do your best to convince them, but have your resignation letter ready in your pocket. Don't mention it during the attempt, but if you fail then take it out, put it on the table, and graciously take your leave.
One day you're going to be on your deathbed looking back over what you've done in your life. Consider that and do your best to avoid actions you'll regret.
Leave immediately there is no job on the planet worth going to prison for. Even if you don't get caught will you be able to live with yourself? Since you just posted this it seems like that you want to quit. Just do it.
if you are going to try to convince them with a paper, make it short and focussed. two pages. no one is going to read anything longer. then it sounds like you'll have to quit, but you will have done what you could.
I think you seem very pasionatte about this, and from what you describe it doesn't sound like scammy situation.
It is very hard to guess what you can find disagreable in this situation.
Here is the deal, you can use tokens to raise money for marketing and development of your app, nothing scammy about it, especially if it seems it is an app with good traction and actually existing thing as opposed to pretty much 90% of scammy ICO's that are happening.
It doesn't mean you need to have tokens in your app.
Again, you know best what and how, but, I would, as someone much more experienced (ie. older), advise you to relax and hold off opposition to this. If it is good app, why not stay and see it growing. Don't abandon it just because not everything goes your way.
Whatever you do, I with you best of luck.
P.S. Even if you decide to leave, try not to burn bridges and pu-pu idea too much, honestly you don't know, you are just interested in something else. Don't hope they will fail because you are leaving, in other words.
I have a habit of looking "further upstream" so I'm saying the ICO, or the question of fraud, isn't the issue.
The issue is that you're not profitable. Or not sufficiently profitable.
A company whose need for money far outstrips its ability to generate money -- that's the company that will be asking "How can we get some money?" and looking for ideas. Maybe it will choose an ICO as the answer, maybe not.
A profitable company, one that generates money, never has to ask, because everybody already knows the answer is always "Keep running our profitable business."
In other words, if "Do an ICO!" is the answer to "How can we make some money?" the only ones asking the question in the first place are people who don't already know how to make money. Make your exit, for that reason alone. You don't even need to consider fraud questions.
From my experience, I often see that the business guys take the engineers opinions with a "grain of salt".
As in, they listen to the engineer, but don't 100% take the advice. Being that engineers opinions don't always "align" with the business.
Example: Engineer recommends we really need to update the database. Technically it is important, but we could push it another few months and still "survive" as a business.
So I agree with the other posters that quitting might be an option.
Of course if what they're proposing is fraud, then by all means quit.
But perhaps they just aren't taking you seriously, and if you threaten to quit, then they might realize how important this topic is to you.
Also, you have more power than you think, even with minimal equity rights. Good engineers are not the easiest to find.
Your board members are crypto enthusiasts so I would recommend getting somebody who is very knowledgeable in crypto to 1) assess if crypto is a good fit for the company 2) if yes, then how to go about executing it in a way that it's legal and profitable.
It's possible that you may be proven wrong or likey that you're right. Either way, it would be hard for a board of say no to such an idea and it would delay the execution of it to such time as when your investments can vest. If they still move forward by then and you're uncomfortable despite all this, you can leave as soon as your stocks have vested. Your goal today is to delay, secondary is to convince.
Relax, by now everybody knows ICOs are like direct emails from african royal family member; it will go from pennies worth raised money to abandoning idea in no time - you'll just learn few technical things about blockchain/cryptocurrency in general, which is useful and people will get discounts on your product/service at the end. It's a bullshit extravaganza to be watched with popcorn and smile on your face, it'll fade away. If your company is solid it's unlikely it'll end up in total fuckup - cancellation of idea - yes, but investors will pay back to the angry mob one way or another to secure the money put into the shop.
Don’t write a report. No one reads them. Talk talk talk and listen listen listen with the people that matter. Don’t end the conversation until one of you changes your mind or you decide that you have to quit.
Ask them to take a long, hard look and think whether it is really for them and they can follow through. Long Island Iced Tea pivoted to Long Blockchain but now it is backpedaling:
I have been in similar situations, where I could see that the direction was willing to go was against my personal values and would also put the startup into even more risk.
What I asked myself in these cases: what if I am right? Do I want to stick around for voting rights / equity later of a corporation that is worth nothing in a year? Why waste more time in a team and on a product I no longer believe in.
If the morality issues don’t convince you to move on, consider this. Frankensteining tokens on to an app that has no natural connection will more likely kill the app and its revenue stream than catapult it to unicorn status. The UX matters. So a new job is probably in your future regardless of whether you stay or not.
If you have no other prospects for investment, raise your concerns, but let them go ahead with it. What do you have to lose? Companies are adding "coin" and "blockchain" to their name, pumping their stock, and increasing their valuation 10x. ICOs are the new penny stocks.
Regardless of whether you’re right or wrong, or they listen to you or not, you should probably leave the company. When it gets to the point that you think your peers are engaging in fraud out of desperation to keep the company afloat, I don’t see what you gain by staying.
#1, if you think the company is going to go ahead with something fraudulent, leave. This has nothing to do with your CTO role -- applies to any job at any company.
#2: is it fraudulent? Some people think all ICOs are fraudulent, some reasonable people may disagree. If you think all ICOs are fraudulent, see #1 above. Or if you think they are legit but this one has fraud in it, ditto. But (not knowing the situation) you may be overreacting.
#3: Sticking tokens into the app may simply be a dumb business decision, but not actual fraud. It's OK for you to disagree with a business decision, but if you don't agree with the direction, at the end of the day too bad. "CTO" can mean a lot of things but it's rarely an executional job -- most often it's "chief talking officer". So your opinion counts, but shouldn't be decisive. If you decide "well, OK it's not fraud, just bogus" you have to stop complaining about it OR leave.
Finally...lots of good ideas look weird from a technical basis. I thought YouTube was weird: why sort content by media type -- shouldn't a video about X be part of a web page about X? I thought the Apple II was weird: who wants a home computer you didn't design and build yourself? Clearly I was wrong!
But if actual bad behaviour is the plan, do leave, even if you think they will get away with it.
Fraud is not the only issue. OP needs to assess what his liability will be if the SEC concludes that the token is an unregistered security and demands that the company return all funds to investors.
I and fellow colleagues had to do this once. As a founder I gave up 7 years of building that company due to some really unethical moves by the CEO.
At the end of the day, as a c-suite officer, I would have been liable by being complicit.
Once I stated my objection, I and my fellow c-suite colleagues went to the board with our objection, and CEO decided to continue executing the unethical behavior, I and a few of my c-suite colleagues all bailed.
That sucked hard.
PS. That signal from us leaving ended up preventing the securities fraud that was about to happen.
I and fellow colleagues had to do this once. As a founder I gave up 7 years of building that company due to some really unethical moves by the CEO.
At the end of the day, as a c-suite officer, I would have been liable by being complicit.
Once I stated my objection, I and my fellow c-suite colleagues went to the board with our objection, and CEO decided to continue executing the unethical behavior, I and a few of my c-suite colleagues all bailed.
That sucked hard.
PS. That signal from us leaving ended up preventing the securities fraud that was about to happen.
>>I and my fellow c-suite colleagues went to the board with our objection, and CEO decided to continue executing the unethical behavior, I and a few of my c-suite colleagues all bailed. That sucked hard.
Your board should have taken action against the CEO if the behaviour or decision was indeed unethical. Allowing the CEO to proceed means the deck was stacked against the rest of you. Sounds like those of you that resigned in protest made the right decision.
You've already lost. The decision has been made, they're moving ahead, and it's clear (a) you can't change their minds and (b) you aren't onboard with it.
You should treat this as a learning experience about decision-making and corporate politics.
Put aside the technical issues and take some time to consider the people issues. Who is the decision-maker? What is his/her motivations? How are decisions made in your organization - top-down, consensus, debate, face-to-face, etc? What role did you think you should have in making this decision, and how did that differ from the role you actually had? How do you feel about all of this?
Maybe you felt this was your decision to make, or should've been given more weight/input on the decision. This is a relationship problem. You don't have the role you want with the others.
Another view might be, you were consulted but ultimately you weren't the top decision-maker in the org, the decision didn't go your way, and you need to either (A) get onboard with it or (b) leave.
It's very reasonable to want out at times like this. Don't do anything rash, but if you can't get onboard with this decision and really do object to it, leaving this organization might be your best bet.
It's important to realize, when you aren't the head person, there are some things that aren't going to go your way. You can argue and fight and debate, but ultimately, a decision has to be made, and it might not be the one you want, but you have to either tow the line, or leave, doubly so as an executive. As bad as this situation is, it's way worse to have a bunch of people who can't agree, and decisions not getting made, than MADE decisions that don't go your way.
If you truly have ethical or legal issues, you should get out. You're young and will move on to something else quickly. But I think this stuff (ICOs and coins in general) is grayer than you might think. There's a lot of gray between 100% upright business practices and fraud, and you're somewhere in the middle.
Given the OP's description of the situation, I strongly agree with eldavido. Both his assessment that the time to convince them to step back is past, how to think about the current situation, and how to handle subsequent events seems spot on to me.
I would collect a list of every ICO fraud story in the press, and just ask if your board wants to be added to the list (whether officially or in the social zeitgeist).
I would also ask the board how many examples they can find of companies who did an ICO, and were later successful.
Also, I'd be looking for a new job... Even if they listen now, it doesn't sound like good leadership.
Edit to add: Your equity is only worth something if the ICO works. If there's no ICO and you still can't find investors, your equity is also worth nothing. I wouldn't even consider it...
If you don't believe in the technology that you're developing; run. A company should never develop technology against the better judgement of its CTO.
That being said: Using things like blockchain to represent stock ownership; and using crowdfunding, are great ideas. They just don't replace the fact that your company needs a viable business plan, paying customers, and actual investment.
Things like an ICO are like the old story from the 1990s about a lumber company changing its name to "lumbar.com" because there were plenty of fools trying to invest in anything related to the internet.
So, even though this is new technology, how is it relevant for your business? Crowdfunding is great for funding artists, and great for swindling unsavy suckers. Blockchain technology is still too primitive to represent ownership for a run-of-the-mill company; even for a run-of-the-mill "tech" company. Why? Because the tech of blockchain will be too much of a distraction from building your real business.
Anyway, when I read your details, I see a startup that's not going anywhere, and is considering an ICO out of desperation. It's probably time to assess if your company is viable or not.
If you're going to leave, don't try to be too diplomatic. Be frank with your board, "I am leaving because I do not believe that our company is viable. An ICO is a distraction from finding a viable business model and savvy investors. Blockchain / ICO will be a useful technology in the future, but at this time it's too immature and will be a distraction from building our business and product. I recommend that you concentrate on the shortcomings of the business and its product."
I'm surprised there isn't a single person here advising you to stay and figure out something that the token can be used for in your app. This is exactly the type of software and product design decision that a CTO should be doing, and you might even be proud of the result if you come up with a good idea, not to mention the potential financial benefits. Maybe it's a little flaky, but it's not fraud if you tell everyone what the token is and what it's used for beforehand.
Most ICOs are deeply unethical in the sense that they exist only to circumvent traditional funding regulations, and not because they actually utilize cypto-tokens for their business. If you feel that this describes the plan, I would absolutely back out. It may not currently be illegal, but chances are it will be. It certainly does not reflect well on the business.
Then work to reform the regulations. There's a perfectly consistent position in thinking that the circumvention of unethical rules is itself unethical.
What if there is a law against homosexual intercourse? Should people be expected to refrain from participating in it until they can convince enough people in their country to change the law?
If you need to start adding a bunch of qualifications to this principle of illegality being unethical, meaning that if you can't apply it consistently, then it's probably not well founded.
Life is too short to waste on other people’s shifty ideas. The investors have a portfolio, so they think a 1 in 10 chance of a quick 100x is a great idea. But you’re the one who has to build it and live it every day.
Decide where you draw the line, and tell them. Don’t try too hard to fight the idea or persuade them, just make your case calmly and if their decision is over your line, walk away. And wish them well as you walk away, no reason to burn bridges.
If this is fraudulent or not is of course very, very important. But from reading your comment I feel there are some weird trust dynamics at play here. My view is that for a company to work you need to have people working in the same direction with a large amount of trust. That means that if you are a specialist in your are I will trust your judgement. I need not understand how you came to that decision. If I do not trust you to make decisions in your area or if you are not aligned with the goals of the company I would find someone else for your role. That's how I think trust should work.
That also means that if my judgement in my area of expertise is not trusted I will quickly start looking for something else to do. "If you don't trust me to do what I'm good at I'll go somewhere else or do something else".
If I were in your shoes I would not feel trusted anymore and look for something else. You also mentioned that all your shares are vested. I'm more used to schemes where you shares vest over time e.g. you receive 33% of your shares per year worked so you will own all your shares after three years. If this is how your vesting works consequences for leaving should not be that bad.
However if none of the shares have vested you should thread carefully. Having been part of a similar situation with vested shares and leaving I know there are compromises to be made. All parts have a lot to earn from an amicable deal that let's you and the company part ways without any bad blood.
ICOs are only fraudulent if you make them so. We don't know if you're based in the US either, which matters quite a bit since even the most well-intentioned ICOs constitute the sale of unregistered securities under US law. If you are, and since they're going ahead with it anyway, you might take a look at the SAFT Project [1], which is a legal framework for ICOs in the US created by the Cooley law firm.
In short, leave if you believe they are doing something illegal, and then sue them for creating a situation where you had no choice but to leave your job. But not all ICOs are, by default, illegal.
Sounds like they are going to go with an ICO, it sounds like they think that is the only choice, so it's most likely happening with or without you.
I'm not sure I would rock the boat since you still care about your equity.
I would spend your time trying to make the app better, let someone else handle the ICO to bring in funding to get you to your vesting mark.
If you don't feel the ICO is a good idea or is potentially fraud, just don't participate in setting it up, keep your name out of it. I'm sure they will use a service or outside experts to handle it.
It will bring in funding to get you to your vesting date which sounds important to you.
You're in your 20s so this isn't your last rodeo, ride this one out, see what happens, use your knowledge and experience toward the next one.
I'm guessing there is a playbook for "fundamental disagreement among execs/founders in a startup" and a chapter in said playbook for "CEO doing questionably ethical stuff".
I think ethics are somewhat overrated in this situation. But more importantly it sounds like your app/whatever is dead in the water. If it’s not good enough to convince people to invest more - and investing just to burn money on marketing sounds like a terrible idea - then it’s not going to survive. I mean let’s be honest if you have rich Middle Eastern contacts and they won’t put money in, it’s a dog. Just cut loose and don’t waste more time on it.
Are you sure your company is not planning to use this as a utility token. Several companies ICO with this promise. For example Binance (a crypto-exchange) introduced BNB tokens. You can pay with Bitcoin but if you pay for your trades with BNB tokens then your trades cost 50%.
I recently heard of a utility token being scrutinized by the SEC. You need to make sure that the token's price is in line with the utility's economic value. If investors drive the price up to a point where it doesn't make economic sense to buy the token for its use value, the SEC's position is that the Howey test applies.
Not a lawyer, not legal advice, etc. Just heard this on the grapevine, could be false. (But I find it very plausible.)
I left the thread alone, hoping to see some answers in a few hours, yet I had no idea it would explode like this. Thank you everyone, your support has no match around my proximity.
I read all 92 (and increasing) comments. There are some duplicate concerns, questions, suggestions etc. I want to be as transparent as I can to leave a useful record for people who will be in similar position as me. Below is my attempt to do so.
* Many people commented or touched on the topic of my role as CTO. Things I did can be summarized as these: building the proof of concept (vanilla Java for Android) before the very first seed; constantly be in dialogue with investors and the other co-founder (CEO); gathering all the dev team including the designers; managing outsourced development; having code contribution on 10% of server side code (especially mission critical parts such as auth and soft real time systems); %50 code contribution on Android (Kotlin, Java, RN hybrid); %50 code contribution on iOS (Swift, RN hybrid) including migrations to latest Swift versions; deciding frameworks, platforms, SaaS components; literally scripting all the dev-ops; building small demos for investors to test ideas; hacking all day when the dev team is able to self organize. Despite all the hardships, I must admit it was the most amazing playground I could ever hope for on this age. I have a BS degree on Computer Engineering if anyone wonders.
* Some people expressed their concerns about my mental and physical health. I can say I failed almost on all of those. My cigarette consumption skyrocketed. I smoked weed almost on a weekly (sometimes daily) basis. Having no time to cook, I ordered take away food a lot (it hurts to eat outside financially). I stopped doing sports last year. Socially, everything is much more OK. I have a really supportive life partner who I never disappointed. I didn't lose a friend without my own consent. My family is worried but also proud with all their best wishes and support felt here.
* I understand some people's suspicions on me having a bias towards fraudulent ICOs. Let me explain our situation a little more, you can decide for yourself. First of all, we can still gather investment without the ICO, just not enough for a meaningful (or hasty) boost. It has its consequences though like hibernating for a while, losing the original dev team (they are already informed by me btw) for cheaper labor, figuring out how to deal with ancient local law etc. It will almost feel like a new startup. Some people may therefore think "the project is dead" and that is true if looked from the inside. The sad thing is we finally built the real thing which our users really love. Ad revenue interpolations shows hope.
I have some other reasons (technical and observable) to think that our attempt would be fraudulent.
Firstly, there has never been such a plan, not even a bite-sized bit of it. The ICO is definitely an idea emerged as a reaction, a reflex. The startup scene here is visibly shifting towards blockchain tech, that is a fact. But issuing a token in our app feels like watching Pinterest issue its own coin for people to spend on pinning some content. In the end, all the brainstorm in the meeting can be summarized as "placing a button to spend/receive the token inside the app for some arbitrary reason which we can figure out later" in terms of UX. It's a feature without a problem to solve.
The next thing is, all the other B2B solutions we can pivot to are quite cheaper, easier to build and equally doable without a blockchain. No business has ever demanded from us an immutable, distributed database with fail recovery. We are repeatedly told that a dev-friendly API is more sell-able than bleeding edge cool technology (lesson of my life).
About the shady stuff: If the value of our token drops after the initial offering, the ones who are gonna get hurt by it are mainly the early adopters who would all be selected from angels or ventures. We only plan for a private, invite only ICO to benefit from network effects among some rich people. It is even spoken out loud that, and I'm quoting, "all we need is some well designed PDF with our successes (there are some after all) and vision highlighted, some kind of white paper as the jargon tells". The excuse has been debated as the token will be traded publicly despite the private distribution, and will always be promoted within the app. So the existing user base will be harvested to create the hype, investor money will be grabbed via private offering when shown enough hype is there, the market will do the rest. Almost all gathered liquidity will be converted to fiat to buy time to figure out a viable business plan. If the bought time is not enough, the crypto world will be blamed, all will be well. It really sounds like an IPO without the risk and responsibilities coming after that.
* The million dollar reality is not all ICOs are against law. This is completely true and applies in our case. We have good legal advice and will definitely get away with all of our actions. Regardless of the future incidents, nobody is going to jail or even paying fines for anything. Nonetheless, as stated by some commenters, it still may create some issues outside if we (founders, investors, the board, dunno) plan to travel and do business abroad. I didn't know that, thank you so much for the intel.
* Some boring facts and misconceptions: There is no us vs them culture between the founders and the investors. There is actually only a little politics between people, and mainly because of age differences. What drives the pursue is mostly misinformation about blockchain news, lack of technical knowledge and shareholders' being able to carelessly act due to having the safety net of financial resources. It is pure luck or lack of it that I am the only one who is capable of navigating through the echo chamber in our board, where right now words like "crypto is the next big thing" is resonating among people who have no idea what even a software protocol mean.
* Completely off-topic, or maybe not, nonetheless I want to make games some day.
Thanks again everyone. It's been a pleasure to read you all.
> feels like watching Pinterest issue its own coin for people to spend on pinning some content.
I think this actually sounds interesting, if it cost a little to pin something but it also means that content creators get a little bit of $$ just for creating content that people pin. Of course nothing about this requires a blockchain or a new coin, but it could be fun!
ICOs are not necessarily fraud - are they outlawed in your country? Do you simply need to register them properly with any countries you decide to release your app in?
Hopefully you are not working at Facebook. I think you should start looking for other jobs. Last I saw, there are 72 different ICOs on coinstats. There is not an inch progress from any adoption towards ICOs. Don’t get rippled!
My company plans on partaking in a legally grey area with a real potential for liability down the road, do I want my name associated and put my neck out for something I don't believe in?
We pivoted and decided to go global with our proven to be fun features highlighted. It went smooth and retention rates grew tremendously until finally the day for series A arrived. The lead investor (the one with the most equity) already hinted that he would be willing to invest, some others followed as well. They are all angels btw.
Mails exchanged, meetings happened, places were visited and it turned out what we can gather is not enough to handle marketing costs for aimed growth. We contacted people from crowd equity funding companies. Apparently, none of them is currently accepting applicants from our country.
During our last meeting, the board discussed the idea of an initial coin offering. Some of our investors are crypto enthusiasts and many of them think it is a good idea to fund a project publicly with tokens. The thing is, our product doesn't resemble anything like a currency, not even a commodity in my opinion. It sounds unnaturally arbitrary to have tokens inside our app, or a token with our app's branding on top. Moreover, as someone who is the most technically proficient person in the board, I can easily deduce that all the proposals about hows and whys of the ICO resembles an obfuscated fraud. I couldn't believe what I heard that day and it seems I am the only one who thinks that way.
I plan to spend my all remaining days until the next meeting to prepare the hugest report ever written, hoping it will prove that it is the worst idea we ever discussed. As my voting rights being limited, I have no idea what to do if my report doesn't stop its happening. I still need to work for a year to permanently gain rights on my own equity. If I quit now, I'll lose everything except the lessons learned during these 4 years.
My question is, what would you do?