I am starting an online business, that mostly entails clients that are in the US and Canada. I suppose the company would be international? I don't know what all registration, taxes and legal documentation is required. I'm thinking of basing the company out of Estonia-although clients would be from other countries. What kind of lawyer would I need? Also, any suggestions for a reliable place that I can find a good lawyer to give me advice?
Background: ~4 years experience. Was member of core technical team of 2 startups that had successful exits. I have had few startup failures as well from which I have learnt a lot.
Yesterday, I received an email (SEE BELOW) from my previous employer (run by 2 people as a LLP). My year long work contract with them ended ~6 months ago, yet I continued to work without any contract/agreement for additional 4 months.
I was the first and only employee during this time and was paid below market salary for non-technical role (business development). With my connections, I brought in >50% of sales (> $ 100k) myself without which the company would had to shut down long time back.
I was promised financial incentives based on volume of sales I brought in, but was denied of it when asked. They also shit on our clients after all payments were cleared which eventually lead to sour relations with my connections for no fault of my own. I faced verbal / mental abuse almost every month when I politely inquired about late salary / unusual pay cut / rebate for work related travelling, etc.
More than 2 times I have been threatened by one of the co-founders to come to my home to beat me. One time they contacted my friends, family and extended family when I was out of reach on a Sunday (Mother-in-law passed away, so was caught up with that). My heart beats increase and fingers start to shiver whenever I receive a message or call from them. I feel forced to work for them.
5 months into my business development role, I introduced them about building a B2B SaaS product in existing domain. I agreed to build the product with them on the condition that: CTO position, Equity 25-30%, no salary, 3 year standard vesting with 1 year cliff. They agreed as well and were very happy about it.
I began building the MVP in good faith and trust. But I never received any official agreement or contract with my engagement terms despite regularly asking for it. So officially I was developing the product in my existing business development role, not any tech-role which was verbally agreed upon. I continued to bring in sales alongside building the product.
I showed them MVP updates every 2-3 days. They always pushed me to build the full product with core features ("inspired" from other large players in the market), but I was reluctant as I had not received any work agreement. Whenever I asked for the copy of revised agreement stating my terms, they would blow it away by saying I am not working hard enough and want to see whole product. I continued to work even
2 months ago, I just stopped doing any work for them as original contract (business development) had already ended 4 months ago and there is no more contract and no revised offer despite building a validated MVP just on good faith and trust. I began searching for other opportunities and didn't want to waste any more time. I stopped receiving their calls and messages as it gave me severe anxiety.
Last night I received following email from them:
Dear <my name>,
You are hereby informed that the Co-founders of <company name> has decided to provide you the position of Chief Technology Officer (CTO) and allow up to 10-15% of Equity on the right basis to the Product which (we includes) <Co-founder name 1>, <Co-founder name 2>, and <My Name> are developing held by the existing shareholders on the date of this offer as per the detailed terms and conditions as mentioned, in PTC hereunder:
As a shareholder on the aforementioned date, we are pleased to inform you that you are entitled to abide by all details as mentioned in the enclosed application form.
Kindly note this is a rough draft for our reference this is not exhaustive mail.
PRINCIPAL TERMS AND CONDITIONS (These are some of the important points and more of which will be added in the legal document later.)
Dilutive shared should be offered to existing investors first and then to outside investors pro-rata to maintain the proportionate ownership.
i. You can sell your shares only after 5 years from the date of agreement not before that.
ii. You are cannot transfer your shares to competitors or any individual who has been in the travel domain or any similar business for more than 1 years’ time span.
iii. The right of disposal of your shares would be given to the company Co-founders first. The Co-founder if they use their right to refusal then by prior initiation and approval of Co-founders you can sell your shares to an investor.
CCPS (the company can issue, not partnership firm) and conversion terms
Pledging of shares will be strictly prohibited.
Equity percentage will be on business from the Product and new clients which will (not include <company name> bounced clients) enroll after the product is in the market.
I need advice on below:
1.) Any good reason to take the offer?
2.) I lost ~1 year of cliff period due to delay in the offer made. What vesting terms shall I seek ?
3.) I badly want to finish the product with full core functionalities and see it through. But if working for them severely affects my mental health, is it okay if I reject the offer?
I am not sure if this is the correct place to ask these questions, but I have been working at a large corporation for most of my career. I was recently introduced to a person who is running a startup, and we set up a time next week to discuss an opportunity there. What questions would you want answers to if you were considering such a dramatic career change?
Omni Bridgeway Invests in Japanese Startup on Advice from Clifford Chance Litigation Finance Journal
“startups when:1d” – Google News
1. Consistency is key. Being consistent with how you show up every day and move the needle is half the battle. Whether you are marketing your business or you are iterating on your product/service offering, keep showing up each day and push to improve 1% from the day before. It all adds up and compounds over time.
2. When things feel like you're pushing a boulder up a hill all the time, I think it's fair to assume something fundamental needs to be changed.
3. If you want a chat feature on your product. Don’t build it. Just pay for a service that lets you add that feature to your product. This is especially good advice when you are still trying to get product-market fit.
4. Fall in love with the problem, not the solution.
5. Just launch. So simple, so true. And relaunch often by reiterating base on customer feedback.
6. Delegate. When businesses grow and mature, you can't handle everything, and more importantly: you can't do it as well as an expert. Then think of all the tasks you really don't like doing or aren't the best at, and start hiring to meet those needs.
7. Learn to enjoy the process, not the outcome.
8. Delayed gratification vs instant gratification. It is quite easy to do things for there's an instant reward/impact, but to do anything worthwhile, it will require focus and belief in delayed gratification (ex. icecream vs exercise). And things compounds – both bad and good.
- We always tend to overestimate what we can do in a day or a week, but combined with delayed gratification, the power of compounding can be really used to gain big wins.
10. Do the right thing always when you have to choose between right & easy.
So the story is that one of my close friend was working on an idea and after exploring for 5-6 months he finally found a good area to work on. I joined him as co-founder and CTO but after 15 months, I finally had to take the hard decision to not continue working on it as I was not able to see it go anywhere. In hindsight, I can also see the mistakes we made.
Now the thing is I am again looking for some good career option. First is to take a good corporate job (stable and secure) or as I know some friends of friend who are working on some idea for past 8-10 months and are looking for Tech lead to build their tech from scratch (other two founders are handling sales & operations). Need some advice on this.