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The Email Zuckerberg Sent to Cut His Cofounder Out of Facebook (2012) (businessinsider.com)
109 points by seek3r00 29 days ago | hide | past | web | favorite | 39 comments

In case you just want to skip into Zuck email part

“This email should probably be attorney-client privileged, not quite how to do that though.

Anyhow, Sean and I have agreed that a price of one-half cent per share is the way to go for now. We think we can maybe almost justify and if not, we'll just deal with it later.

We also agreed that if the company bonusing us the amount we need for the shares, plus tax, is a good solution to the problem of us all being completely broke.

As far as Eduardo goes, I think it's safe to ask for his permission to make grants. Especially if we do it in conjunction with raising money. It's probably even OK to say how many shares we're adding to the pool. It's probably less OK to tell him who's getting the shares, just because he might have adverse reaction initially. But I think we may even be able to make him understand that.

Is there a way to do this without making it painfully apparent to him that he's being diluted to 10%?

OK, that's all for now. I'll send you the list of grants I need made in another email in a second. Sean can send you grants for his people when he stops coughing up his lungs.

Hope you guys both feel better, Mark”

This echoes quite a few of my experiences. Seems to be par for the course. Once money comes into play, you get the privilege of witnessing all kinds of aspects of human nature. Watch your back.

This happens to startup employees who still work for their startup on a daily basis. Crazy to me that founders don't bat an eye at screwing employees, but everyone seems to be out for blood just because some FB founder who left the company only got a gazillion dollars instead of 3 gazillion.

I agree with your point that getting screwed happens all the time to people who put much more blood, sweat and tears into these companies. Doesn't make it right regardless of who it happens to.

According to the popular retelling of the story, he didn't leave the company... he was pushed out. Then he had to sue to get his gazillion dollars. It's entirely possible that there could have been an argument made that Saverin wasn't living up to his end of things, his vision didn't align with where the company was going etc. and that he should accept a reduced interest in the company for those or any number of reasons... but that's not what happened: they tried to quietly and specifically dilute away his interest in the company. Worst case, if they made that argument and Saverin said no, Zuck could have said 'then screw it, let's let this thing die' and when it did swooped in with other partners/investors and picked up the assets for pennies and restarted under new ownership. Could that have risked everything? Possibly, but going the way they did did so as well... they're lucky they got out of it for only a few billion.

I work for a startup and I get paid a salary and options. I know that whenever the company raises money I get diluted. However, the founder had two successful exits and many of the current employees come from his previous companies. I trust him that I'm good times he will only raise money if the end result of the dilution is that my options are worth more. But even if not, if I notice that I am getting less value than expected, I am still getting a salary and I can easily quit and find a new job if needed. If you are not ready for such a risk, then don't join a startup

This is a community of founders and soon-to-be founders, many members of whom have received money as a result of FB, so the reaction isn't totally surprising.

The club of temporarily embarrassed billionaires

In case anyone is wondering here are the net worth figures as of Sunday 20 January 2020:

Eduardo Saverin Net worth: 10.1 billion USD (June 2019)

Dustin Moskovitz Net worth: 13.4 billion USD (2020)

Sean Parker Net worth: 2.7 billion USD (2020)

Mark Zuckerberg Net worth: 80.7 billion USD (January 2020)

Chris Hughes Net worth: 430 USD million (2017)

Sorry if I have missed anyone off this list, it is just for simple comparison.

It’s shocking to me how many people trust this guy (>40K employees, >1B ‘customers’ between Facebook, Instagram and Whatsapp).

It’s not at all shocking that a co-founder or early employee of a startup ends up becoming disinterested, starts working on something else on the side, while their shares continue vesting for months (assuming there’s even vesting happening at all). By the time the early employee leaves or is fired, they have an extremely disproportionate share of the company.

This happens all the time. It’s probably the rare company that doesn’t end up with a wonky cap table by year 2 or 3 with shares that need to be adjusted with grants in order to properly reward the people who are actually doing the essential work of running the company.

I’ve had it happen in all 3 companies I’ve ever started. In some cases you can have a discussion and you can get everyone to literally sign on the dotted line to make the new share grants. In other cases, it’s a massive issue just trying to refresh the option pool because you want unanimous shareholder consent (exactly to avoid issues down the road) and there’s an early employee with Founder’s shares who ghosted the company and literally won’t answer their phone.

Don’t feel sorry for Eduardo. The guy did a couple years of work and ended up a billionaire.

I'm a huge believer that the way equity is distributed is entirely unfair to early stage employees bc founders and boards can and do change terms post vest.

But, I am rational and want to understand how it is fair to change someone's earnings that everyone agreed to later.

Can you help me understand why it makes sense?

Imagine you and two of your friends do a startup, splitting ownership 65/30/5.

Early in its life, you and the 5% guy realize that the company needs to move to Austin (it's oil tech or whatever); the third says you can go but she won't. Then while the two of you put your full-time efforts into the company, she goes around doing her own thing. Maybe she does an internship at Lehman, or works on her own personal startup, but in general she just doesn't do much to help the company grow or get funding.

From your perspective, letting her have 30% forever isn't really fair, right? In a sense it's what you agreed to, but you agreed to it under the premise that you'd be getting her help building the company, and she's decided not to provide that.

I take a couple of issues with that:

-I wouldn't offer this person 30% if I didn't need them to get the company working. I sold them 30% under the premise /I will have 100% of nothing without her involvement/. To the extent that we're arguing about cutting up the rewards, presumably she brought to the table what I believed I needed her for. So I got my "payment" from her, and now I'm cutting her out of her end. Presumably if I didn't think she was critical to the company's survival, I wouldn't be paying her 30% of the company. So whatever she provided, it was clearly /what I needed/ at the time. I presumably wasn't giving her 30% as a one-time salary to a non-critical employee.

-It sure seems like employees have their vesting schedules be dependent on their continued employment, which is contingent on their continued work quality. Is there a reason this isn't valid for co-founders?

You didn't "offer" them 30%, you started the company with them and when it came time to execute a partnership agreement – which has to be done early to avoid accidental general partnership – that's what was agreed on, based on shared expectations of future contributions. Now they have decided to prioritize other projects – but there is no way under US law to adjust their ownership without their agreement.

It does seem like a vesting schedule for the founders would be better – but defining the terms of participation, and enforcing them, is difficult. Still, the performing partners would at least have grounds to sue, and that threat might be effective.

For tax purposes, you don't want Founder's shares to vest. It's important they are straight shares, for example, to be treated as QSBS and start the 5-year timer on Day 1 so that the first $10 million in equity is tax free if you make a sale.

You can instead add a buy-back provision, which expires in tranches over time (basically this is re-inventing vesting but in reverse).

One real problem I've actually had with such a buyback provision is when the early employee leaves, according to the agreement you are entitled to buy-back 80% of their shares, but then they refuse to cash the buyback check or sign a document agreeing that the shares have indeed been bought back. Now you're back again in this legal limbo.

So next time I do a buy-back provision on Founder's shares, I'm going to pre-fund the whole buyback, and then if they leave, the departing employee will owe the company a partial refund of the buy-back. Since it's Founder's shares at par value, if they refuse to pay it then it's by far the lesser of 2 evils.

E.g. Co-Founder pays $100 par value for shares. Company pays Founder $100 to pre-fund the buyback. Co-Founder leaves after 6 months and Company buys back 8,750 of 10,000 shares. Co-Founder technically owes the company $12.50.

The first day you create a company, three people put in $100 to each get 10,000 shares of the company at $0.01/share. The company has $300 in the bank account, and is worth $300, and each of you own 1/3rd of the equity. Everyone owns their shares outright, and there is no taxable event.

This represents the current ownership structure of the company. By no means is it a promise that the company will be forever owned by just those three people.

You start by doing all the work between the three of you, and then as the work grows, you turn to some contractors. One of the co-founders puts in $10,000 and takes a Note Payable from the company for the $10k (typically at 0% interest and with no actual terms but it will just sit as a liability) and now someone is managing a bunch of contractors on top of what they were already doing, and that person starts setting more and more of the direction by virtue of having more horsepower to get shit done.

Over the next few months, one of the 3 co-founders becomes less involved but because it's a remote team it's not like they stopped showing up to the office every day, it's just that emails are answered a bit slower, deliverables come through a bit later, etc. Then you see they've updated their LinkedIn and you call them to find out they are working somewhere else, but they promise they are still moonlighting with you.

By the end of the year you have either some revenue or some funding, and a couple of your contract employees are ready to come on full-time, and you need to make an option pool. Also, you met a VP in your exact industry who wants to jump ship and join your startup to take the place of the co-founder who is "moonlighting", and they need an offer from you in the next two weeks. An offer which will need to include a compelling potential ownership stake.

So, let's step back. First of all, it's very rare for a newly established company to get an option pool setup on day 1 - mostly because there's more important things to think about, but also because it's expensive to get all the legal docs written. Second, that option pool isn't going to contemplate a C-level hire who is essentially replacing one of your co-founders. Third, just because on Day 1 your $300 company was split evenly between 3 people, that doesn't mean each of those 3 people have an indelible claim to 1/3rd of the company in perpetuity.

In fact, if you're not able to authorize new shares to entice key future hires, your company will almost certainly fail, and all those shares will certainly be worth $0.

The way all of this is resolved, fairly, is to issue new shares. Our hypothetical company with 30,000 shares could issue 100,000 new shares, allocated 40,000 to an option pool, 20,000 each to the remaining co-founders, and 20,000 to offer to the VP coming in at the C-level. The new cap table would put the two remaining co-founders at 30,000 shares, the VP at 20,000 (vesting over 4 years), and an option pool of 40,000 "authorized but unissued" shares (which means they don't currently dilute ownership of the other shareholders, but you can safely assume they will ultimately be issued), and the drop-out co-Founder remains with their original 10,000 shares.

So in this example, assuming all the new shares are vesting over 4 years with a 1 year cliff, the drop-out Founder has 33% ownership which will fall to 11.1% over 4 years, and to 7.7% ownership once the option pool is fully issued and vested, i.e. over the next 6-8 years. This is probably overly generous to the Dropout IMO.

In order to issue these new shares, you have to take a Board Vote, and a Shareholder Vote. Your Articles of Incorporation will likely state that a simple majority is required in order to authorize or issue new shares. But since new grants are going un-evenly to existing shareholders, what you really want is Unanimous Shareholder Consent. This is important not just to protect against a future lawsuit, but also to help in future fundraising because a disgruntled early employee with a large initial stake who refuses to vote in favor of Corporate Motions is a big red flag.

From the drop-out co-founder's perspective, they paid $100 and a couple months of work to get a large early stake in a company worth basically nothing at the time. A group of people are now slaving away at that company to try to turn it into the Next Big Thing while Dropout has left to rake in the money at a FAANG and is contributing nothing to New Co. Their shares are completely illiquid and essentially worthless, but maybe they will be worth millions one day?

However, if 1/3rd of the company's equity is dead weight, a bunch of things happen; 1) you can't raise money, 2) you can't hire qualified employees, 3) the current shareholders are disincentivized to work on the company versus dropping it to start over with something new that they own more of.

So it's really in the Dropout's best interest to sign the Consent, keep their 10,000 shares, and if the company goes on to greatness without them, they got to essentially ride on the rocketship for free. But they might not see it that way initially. Hence Zuckerberg's email.

One thing which has always rubbed me the wrong way is that just because you are there on Day 1 that you are getting double-digit percentages of the company. Everyone who comes even just a few months later is getting Option Pool scraps. The way that illiquid startup shares are taxed makes it very hard (impossible) to do it any other way though.

Your explanation of the mechanics is excellent.

IMO, the current startup structures vastly overcompensate late employees who took no risk at the expense of early employees that take lots of risk.

That is why FAANG/established companies are getting the best employees and why startups are struggling to find talent

Thank you. It’s interesting that, even as a Founder of a few small startups that I feel differently.

Yes, I take a lot of risk by working without pay initially. But my early equity, even after dilution, means that once some funding has been raised and is being used to pay a bunch of employees, they are all essentially working for me and creating value for my shares.

Once there are hundreds of employees and millions of dollars at play (unfortunately not a scenario I’ve personally experienced), the early employees ride the rocketship and enjoy a 100x or maybe 1000x larger share of the profits than slightly later hires who are working just as hard every hour of the day.

I think a nice balance would be an option pool set at 6% with a full ratchet provision. The option pool could be established in such a way that any employee gets points toward the pull based on a formula* and no employee would need to exercise their options until their is a liquidity event that buys out the pool.

Formula could be something like: # of days from when startup was founded to liquidity event, that gives the equity per day.

Then divy up the equity per day by the number of employees that worked that day.

In a hypothetical example where the company had 3 people for the first year, those days would be worth a lot, but if it took 10 years to get to a huge exit, the people that put that first year in would get about:

6%/10 years/3 = 0.2% equity which at a very large exit would be something significant, but would also be somewhat fair because they did help get the thing launched, which is hard. There could also be provisions which eliminate or vastly reduce the value of equity earned for part-time employees or employees with other jobs. Say a .1 multiplier. Now you guy that goes to facebook after 3 months but moonlights for another 9 months gets:

(.06(90/360))/10/3 + (.06(270/360))/10/3).1) = 0.065%

The other 4% of the pool could be normal executive payouts that you need to make later, and other bonus allocations.

This is a wonderful explanation. Thanks

Whatever you need to do to normalize the concept of breaking your word.

they have an extremely disproportionate share

How is it “disproportionate”? It’s their property! I don’t get to say to my neighbours, you didn’t mow your lawn so it’s mine now.

But as others have said this is very mild compared to the tricks founders play on employees all the time. Preferred stock should be made illegal, common stock for everyone and involuntary dilution also made illegal.

I think you may have a fundamental misunderstanding of how equity works if you are suggesting it should be illegal for companies to issue new shares without unanimous shareholder consent.

Dilution is a natural and expected function of a company as it grows. How else would you possibly hire new employees and give them equity without inherently diluting existing shareholders.

Requiring unanimous shareholder consent to hire a key employee is not only absurd, it would practically doom the company to failure.

It’s crucial to understand that companies are governed by their Articles of Incorporation. Some of these articles will specifically define voting thresholds for authorizing and issuing new shares. Every shareholder is legally agreeing to theses Articles of Incorporation when they acquire their shares.

Similarly to your point about Preferred Stock. This is a legal agreement entered into which is entirely appropriate and in fact essential to the fund-raising process. If it’s illegal to give investors Preferred Shares in return for their cold hard cash, all that will do is dramatically reduce the valuations which companies can raise money at, which will in fact dramatically increase common stock dilution.

I had the opposite perspective from this. Did you miss the part where Zuckerberg was trying to remove someone who was working on a different startup outside of Facebook?

The world's most trusted guy, no?


I don't see that as too evil for a 19 year old founder 16 years ago. I have called users dumb internally for forcing me to let them give me admin access because they don't understand how permission system works and will complain.

So instead of re-issue stock, Zuckerberg should have had a vesting period and fired Saverin?

"the guy everyone now hates because he's renouncing his US citizenship in order to avoid a lot of taxes". That's a bit of a stretch isn't it?

When this article was written (...8 years ago...) that line made more sense.

lol I was thinking the same. I don't think anyone knows or cares...media just makes stuff up as they go

I've been cut out of some pretty significant deals in my time, one of them would've made me quite wealthy, and all I can say is - sucks to be this guy.

Greed and hubris are probably one of the biggest barriers to entrepreneurial participation. I sure wish there had been at least some way to mediate my particular dispute, but nevertheless: this is why you lawyer up.

This article must be paid PR cleanup

Did Mark Zuckerberg need PR cleanup in 2012?

To be fair, he's needed PR cleanup since the beginning of facebook.

He would do Steve Jobs proud...the asshole of our generation

“he might have adverse reaction initially.”

As time goes by he'll see it was the best thing for me!

How do those documents get leaked? Isn't this a breach of privacy? Can someone please explain this to me?

Probably if there was a lawsuit, these documents would be in the public record then as part of the discovery process.

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