[HN Gopher] StabilityAI cofounder says CEO tricked him into sell...
       ___________________________________________________________________
        
       StabilityAI cofounder says CEO tricked him into selling stake for
       $100
        
       Author : bhouston
       Score  : 147 points
       Date   : 2023-07-13 19:37 UTC (3 hours ago)
        
 (HTM) web link (www.forbes.com)
 (TXT) w3m dump (www.forbes.com)
        
       | SV_BubbleTime wrote:
       | https://archive.is/Sl3XS
       | 
       | (Also, I didn't research this author, but a reminder that for
       | $500 or so, you too can become a writer for Forbes. They have a
       | massive credibility issue and I suspect are cashing out what
       | little name they have left)
        
         | ada1981 wrote:
         | Where do I sign up for $500?
        
       | epolanski wrote:
       | May I just say, that the most ridiculous thing in this news
       | really is selling a 15% stake in a company for $100?
       | 
       | I'm no way rich, but I would not even bother taking the time to
       | go to a lawyer or whatever and do all this kind of paperwork for
       | such a ridiculous amount of money, I'd just ride it however it
       | goes and not care.
        
         | sigstoat wrote:
         | > May I just say, that the most ridiculous thing in this news
         | really is selling a 15% stake in a company for $100?
         | 
         | no kidding. i wouldn't sell a 15% stake in a lemonade stand for
         | $100. that doesn't even cover the hassle of reviewing the
         | contract and signing a bunch of notarized paperwork
        
         | wongarsu wrote:
         | Owning a 15% stake in a company also generates paperwork. Long-
         | term, getting rid of it should be less paperwork overall.
        
         | Michelangelo11 wrote:
         | Right? Like ... what happened in that transaction?
         | 
         | My feeling is that the guy also got some favors or something
         | under the table, and the $100 was purely nominal. If that's the
         | case, it could be that whatever he was promised didn't actually
         | pan out, and now he's suing in retaliation.
         | 
         | In any case, "$100 for a 15% stake" simply cannot be the whole
         | story.
        
       | andrewstuart wrote:
       | So many people don't do the right thing.
        
       | kkielhofner wrote:
       | One of the biggest warnings with "equity" in a startup:
       | 
       | Even if you know what you're doing and you watch it like a hawk
       | it's pretty easy for other parties to pull any number of shady
       | but technically legal moves to significantly devalue yours/others
       | while protecting their own.
       | 
       | If this proves to have merit it's one of the more shocking (yet
       | straightforward) instances of this kind of unfortunately routine
       | behavior.
       | 
       | That said it's a little hard to believe anyone would take $100
       | instead of holding on to it to see what happens. Depending on
       | personal circumstances I can see how $100k or more could be
       | tempting but $100 is ridiculous.
        
       | varelse wrote:
       | [dead]
        
       | jujube3 wrote:
       | Maybe he used one of those super-persuasive AIs I keep hearing
       | about.
        
       | qiaoliang89 wrote:
       | epic cover photo...
        
       | system2 wrote:
       | I ate dinner last night and cost me $100. What kind of weirdness
       | is this?
        
       | Dreako wrote:
       | [flagged]
        
       | dustingetz wrote:
       | VCs don't like dead equity, they will have pressed for this.
       | Nonetheless you cannot lie and this could have been resolved with
       | integrity.
        
         | andrewstuart wrote:
         | >> VCs don't like dead equity
         | 
         | Isn't a VC investment dead equity?
        
           | bloudermilk wrote:
           | How could you say that? VCs are there to go to bat for you,
           | make connections that change the trajectory of your business,
           | and support you however they can. /s
        
           | zeroCalories wrote:
           | Yeah, that's why they pay a lot of money to get in. Would you
           | give your buddy joe that doesn't do any work 10% for fun?
        
         | dpiers wrote:
         | I had a former employer call once and ask me to sign a form
         | confirming that I had opted not to exercise the stock options
         | worth 0.125% of the company when I left.
         | 
         | They were raising a new round and my old grant was a sticking
         | point because the new investors weren't content with the
         | company not having a record of my exercise.
         | 
         | I signed because it helped them out, cost me nothing and seemed
         | like the right thing to do. Just think it was funny that a VC
         | was so averse to dead equity that they made the company make
         | sure someone who wasn't on the cap table agreed that they
         | weren't on the cap table.
        
       | khazhoux wrote:
       | Odd story. The point at which you're selling your stake for $100,
       | you've basically decided to give it away. Which raises the
       | question: if he was just going to get $100 and nothing more, why
       | not just hang on to it?
        
         | quadrature wrote:
         | Only thing I can think of is that it might have been the
         | symbolism of the cheque rather than the value.
        
         | throw03172019 wrote:
         | And it was in a few transactions? That's even more odd like the
         | CEO couldn't afford $100 in a lump sum.
        
         | sidewndr46 wrote:
         | Yeah, I had a similar conversation with a founder a while back.
         | Company he had founded was getting acquired. He was a minority
         | stakeholder at this point. No ability to oppose the
         | acquisition. Acquiring company wanted him to sign docs saying
         | "I relinquish all my interest for no compensation". His answer
         | was basically something like "I think you can spare $10000 if
         | this is that important"
        
           | gamblor956 wrote:
           | Doesn't make sense without additional facts.
           | 
           | Such an agreement would not be valid in court as there
           | wouldn't be an exchange of consideration.
        
         | bartread wrote:
         | My immediate thought exactly. You'd have to be absolutely flat
         | broke for this to make any sense whatsoever. Why sell it at
         | all? And, if it's so worthless, wouldn't you be more than a bit
         | suspicious if the CEO were so keen to buy it off you? Something
         | here smells off to me.
        
           | londons_explore wrote:
           | I assume the deal was for something else... Eg. "Sign this
           | deal for 100 bucks and we'll have a shorter list of people to
           | consult at every shareholders meeting. In return, we'll
           | consider you for investment opportunities for your next
           | startup "
        
         | cabaalis wrote:
         | Hanging onto stock from a company I co-founded a few years ago
         | has caused me tons of stress because that company constantly
         | files for tax extensions forcing me to do so as well.
         | 
         | I have other financial processes which rely upon timely
         | processing of my completed tax filing, and every year it causes
         | me trouble. So if something is thought to be worthless and
         | about to fold, "just hang onto it" could cause a non-zero
         | amount of headaches.
        
           | bloudermilk wrote:
           | Guessing you're a member of an LLC or shareholder of an
           | S-Corp with pass-through taxation. Can't agree more what a
           | pain it is to wait on your old partners to do their taxes
           | every year before you can do your own.
           | 
           | If you're just holding shares/options in a corporation that
           | isn't going through ownership changes, that problem doesn't
           | exist.
           | 
           | That said, there are still valid reasons to cut ties with
           | past partners/employers.
        
         | oldtownroad wrote:
         | The lawsuit accuses the CEO of being a shady person in general.
         | I think it's plausible that the co-founder was surrendering
         | equity he thought worthless (to move on from working with the
         | shady person) and perhaps the CEO was advised by someone that a
         | transaction without consideration can be challenging to defend
         | (since he allegedly knew he was lying to the co-founder) so he
         | convinced the co-founder that "for tax purposes, if I pay you
         | $100 for the equity, it'll be better for you as you can write
         | the loss off" or something along those lines, something that
         | wouldn't stand up to scrutiny now but is enough to bamboozle
         | someone into agreeing at the time.
         | 
         | Edit: no theory needed. The lawsuit goes on to say the $100 is
         | the price the co-founder originally paid for the shares when
         | the company was formed.
        
           | tpmoney wrote:
           | The CEO might have been shady as all heck but the lawsuit
           | really feels like it's all over the place in terms of claims.
           | It starts by going on about how important the co-founder was
           | to the company and to teaching the CEO almost everything
           | about AI and like the co-founder was the brains behind the
           | technical achievements, but then pivots into talking about
           | how the CEO was responsible for all the code and the actual
           | implementation and the co-founder was just a public face and
           | deals maker who had no involvement in the actual development,
           | and then pivots back to complaints about the CEO fraudulently
           | claiming credit for "being instrumental" or "leading" the
           | efforts to build the stuff.
           | 
           | The complaint simultaneously tries to paint the co-founder as
           | absolutely vital to the success and creation of everything
           | the company did, while at the same time only taking 15% of
           | the company (the CEO started with 70%) and completely unaware
           | of anything regarding the company's assets, income, or
           | valuation, despite apparently negotiating multiple hundred
           | thousand dollar funding campaigns and contributing $15k of
           | his own money. Is it common when you're in the "getting
           | grants from NGO's, before even seed VC funding" part of
           | starting a company for one of three founders to be
           | negotiating these $100k+ funding deals without any access to
           | the company finances?
           | 
           | Didn't follow any public statement of the CEO, didn't have an
           | insight or access to the books despite apparently multiple
           | times running into funders complaining that the company
           | appeared to be mis-managing funds, and apparently didn't even
           | blink an eye (other than to note it I guess) that the deal
           | that he thought was selling his shares back to the company
           | was instead written to sell it to the CEO personally.
           | 
           | CEO may have been crooked as any man could be, but the co-
           | founders own complaint really makes it seem like he walked
           | through his entire run there with his eyes tightly shut.
        
         | slashdev wrote:
         | It's obviously not for the $100, that's just a small, round
         | value to make it legal (some money has to change hands, even if
         | just $1.)
         | 
         | Likely the CEO explains that it's worth nothing, they're re-
         | organizing things for such and such a purpose, and the 15%
         | stake in the cap tables is an inconvenience preventing a
         | possible deal. Please could you do us a favor and help us clear
         | that from the cap table.
         | 
         | I'm the kind of person that would fall for that.
        
         | quickthrower2 wrote:
         | If you want to know, watch Dr Phil interviewing people getting
         | conned or Unusual Suspects where a "best friend" murders him to
         | avoid getting caught in a Ponzi/fraud. Human nature is to trust
         | on face value.
         | 
         | I assume I can be fooled.
         | 
         | I for many people including me, defence against dog eating dog
         | business has to be learned.
        
       | anotheryou wrote:
       | Not that I could judge for either side here, but I feel we are
       | missing part of the story.
       | 
       | Who would sell anything like that for 100 dollars in 2
       | transactions? If it really was worth nearly nothing I'd probably
       | not ask my cofounder to pay me 100 bucks for it either.
        
       | andrewstuart wrote:
       | Isn't this essentially what Zuckerberg did to his cofounder?
       | 
       | Or some variant of the same recipe...,
        
         | rexreed wrote:
         | Not quite -- Eduardo Saverin has had a pretty good life after
         | he was diluted out. "Eduardo Luiz Saverin is a Brazilian
         | billionaire entrepreneur and angel investor based in Singapore.
         | Saverin is one of the co-founders of Facebook. In 2012, he
         | owned 53 million Facebook shares (approximately 2% of all
         | outstanding shares), valued at approximately $2 billion at the
         | time"
         | 
         | https://en.wikipedia.org/wiki/Eduardo_Saverin
         | 
         | I'd say nothing like giving up a stake for $100
        
           | JustLurking2022 wrote:
           | He had to go through a lawsuit to get them... kinda like the
           | story.
        
           | jononomo wrote:
           | Saverin had to sue Zuckerberg to get the money though, which
           | is what the guy in this story is also doing.
        
       | ansk wrote:
       | This dude very well may be better off with the 100 bucks at this
       | point. The company is bleeding money at a ridiculous rate, so
       | they're going to need to fundraise shortly. Given how little they
       | have to show for their initial funding, they're going to struggle
       | to attract any further investments. The initial investors already
       | look like absolute clowns for giving a $1B valuation to a company
       | whose primary selling points were 1) a model which was state-of-
       | the-art for maybe a month 2) a github repo with a lot of stars
       | and 3) a loose association to some mediocre researchers. Unless
       | they can find someone to hold the bag in the very near future,
       | their equity is going to be just about worthless.
        
         | Filligree wrote:
         | Let's be nice; they've released Stable Diffusion and now SDXL
         | for free, which has completely changed the landscape on what
         | can practically be done by individuals.
         | 
         | Having an open foundation model for image-generation is a
         | service to the world. It just isn't exactly obvious how it
         | could possibly lead to profit.
        
         | skeaker wrote:
         | Maybe this is callous, but this kind of sounds like a win win.
         | Investors who are responsible for enshittifying all my favorite
         | stuff finally get screwed for once, AI gets democratized
         | instead of being solely in the hands of OpenAI/Google/etc in
         | the process. Nice.
        
         | ivalm wrote:
         | The loose association was with decent researchers, no need to
         | bring them down. I do agree about the rest.
        
           | ansk wrote:
           | Mediocre in regard to the standard set by other research
           | teams pulling $1B+ valuations. The OpenAI founding team and
           | the recently announced team at xAI are what I would consider
           | to be exceptionally strong groups. Adept, Anthropic,
           | Inflection, and character.ai are also strong. Look at the
           | track records and accolades of researchers at these groups.
           | Ilya Sutskever alone has more research experience than the
           | combined team of phd students Emad was working with (and
           | eventually hired).
        
       | iambateman wrote:
       | I was part of a group which ceded managerial control of a small
       | business (think 100-500k/year) to a minority shareholder. This
       | person was paid a professional salary to maintain the business,
       | while we kept majority voting rights.
       | 
       | We still had majority ownership until he decided he didn't give a
       | ** about our ownership claims and openly did his own thing.
       | 
       | The problem is, no lawyer is going to take the case because the
       | $$ is too small and we would be risking our own capital vs the
       | company capital.
       | 
       | The worst part...it's an LLC and the manager remains kind enough
       | to send the tax statement each year, so I pay for the privilege
       | of having a company stolen from me.
       | 
       | Choose your business partners carefully. :(
        
         | fallingknife wrote:
         | You had majority voting, right. Why not just fire him.
        
         | codethief wrote:
         | I don't understand. You have majority ownership and you can't
         | fire the manager of your own company?
        
         | icedchai wrote:
         | The company is yours. Why can't you use its capital? Do you no
         | longer have access to the bank accounts?
        
       | cj wrote:
       | I was chatting with a company who sold a large minority stake in
       | their company to a well known private equity group (think 49%)
       | with the explicit purpose of retaining control.
       | 
       | Soon after the transaction closed, the PE firm was able to
       | covertly buy another 2% of voting shares from a pre-existing
       | investor in the company, which resulted in the PE firm gaining
       | full majority control over the company, kicked out the CEO,
       | replaced the board of directors, the whole works.
       | 
       | The unfortunate part about these kinds of things is that 1) they
       | happen all the time, and 2) founders rarely talk about it because
       | doing so can so often destroy your ability to get funding for
       | future endevors, etc.
       | 
       | I really wish there were an anonymous but vetted "yelp" type of
       | site for people/firms who do bad business. So much business is
       | done in bad faith and the people on the losing end rarely have
       | the ability to warn others of their experience without killing
       | their own reputation.
        
         | hammock wrote:
         | What was the name of the PE firm?
        
         | JohnFen wrote:
         | They call it "swimming with the sharks" for a reason.
        
           | [deleted]
        
           | lotsofpulp wrote:
           | The above situation seems like swimming with goldfish. If you
           | have less than 50% yourself, why would you bank on someone
           | else not being able to get more than 50%?
        
             | [deleted]
        
             | JohnFen wrote:
             | It was misplaced trust. That's a really easy mistake to
             | make until you've been burned by it. I'll bet that person
             | won't make that mistake a second time.
             | 
             | But better is to avoid swimming with the sharks at all. I
             | have a wonderful horror story about a business deal I made
             | where I was cheated out of about $5 mil. I didn't trust the
             | party I was doing the deal with, so the contract
             | negotiations took most of a year and the contract ended up
             | being very thick as my attorney and I tried to anticipate
             | and block every possible way that I could get screwed.
             | 
             | But we missed one rather obscure method.
             | 
             | That's what happens when you swim with sharks.
             | 
             | (Don't shed tears for me, though. I did very well through
             | that deal -- just not as well as I should have.)
        
               | takinola wrote:
               | I feel like the story of the scorpion and the frog
               | applies here. My solution is to try very, very hard not
               | to engage with people I do not trust.
               | 
               | My mantra is "good people do good things, bad people do
               | bad things". If you don't want bad things to happen to
               | you, stay away from people you know to be bad regardless
               | of how tempting it may be to associate with them.
        
               | JohnFen wrote:
               | Indeed. It was poor decisionmaking on my part. I was
               | blinded by the $$. My attorney tried to warn me off of
               | doing the deal at all. He had done his due diligence and
               | looked into the company, and told me outright that the
               | company was shady.
               | 
               | That was another thing I learned: if you respect
               | someone's expertise enough to pay them for it, you should
               | probably take what they have to say very seriously.
        
               | nickfromseattle wrote:
               | > But we missed one rather obscure method.
               | 
               | Please share.
        
               | JohnFen wrote:
               | It was related to international distribution. I had
               | negotiated royalties for international sales, but had
               | neglected to cover the sale of the _rights_ to sell
               | internationally. So the company just sold the rights, of
               | which I didn 't get a piece, and the companies that
               | bought the rights had no obligation to pay me anything.
        
         | supportengineer wrote:
         | In the 1980s I had a babysitter who watched the TV show
         | _Guiding Light_ and I am pretty sure this exact scenario
         | happened to one of the characters.
        
         | ttymck wrote:
         | I'm not trying to be harsh but this seems like business 101? Is
         | this really that common? If you can't retain control of your
         | company are you truly fit to run it?
         | 
         | > with the explicit purpose of retaining control
         | 
         | Why wasn't the other party contractually prohibited from
         | obtaining control?
        
         | DANmode wrote:
         | Meanwhile, the inbound investors I've taken calls from aren't
         | interested at less than 51%.
         | 
         | Where's the disconnect?
        
         | redbell wrote:
         | I don't know exactly how the CEO got kicked out but I know that
         | Zuckerberg owns just about 13% of Meta and not only they cannot
         | replace him but he still have superior power in decision making
         | over the board of directors.
        
           | wongarsu wrote:
           | Zuckerberg (and a small group of other Meta shareholders)
           | hold shares that have 10x as much voting power as normal
           | shares. He has about 90% of those special shares, giving him
           | a solid majority in most matters.
           | 
           | Some other companies like Lyft or Alphabet has similar
           | structures, but overall this is very unusual.
        
             | Spivak wrote:
             | I'm actually surprised it's not more common. If I buy meta
             | stock I have zero expectation of being able to sway company
             | decisions. I just care that if they make money I make
             | money.
        
         | [deleted]
        
         | TrackerFF wrote:
         | Small story on these kind of takeovers, but on a MUCH, MUCH
         | smaller scale:
         | 
         | Back home we have this small newspaper that's been going on for
         | 25 years. It's just a small 3 man operation, and it's just a
         | weekly paper that covers local stuff in our small county. Most
         | of their customers are expats and older folks.
         | 
         | When they started out 25 years ago, they raised funds by
         | selling private stocks. All in all, there are maybe 100 owners,
         | many whom probably don't even remember that they own the stock
         | (but you can easily find them, as we have pretty transparent
         | laws when it comes to company ownership).
         | 
         | But here comes the fun part: A couple of years ago some of the
         | leading media companies in our country (Norway) started
         | consolidating "power" by acquiring small local newspapers all
         | over the country. Eventually they came to our local newspaper,
         | and they started cold-calling all the listed owners, asking if
         | they could purchase their stocks - warning that the newspaper
         | was on the brink of bankruptcy, and that they would buy it and
         | restructure it into a profitable paper. Some owners, thinking
         | the stock was going to be worthless anyway, sold them their
         | shares.
         | 
         | They, of course, never told the majority owners any of this.
         | The majority owner (the workers of the newspaper) started
         | getting worried calls from senior/old readers if the newspaper
         | was going to close, because some investors had been calling
         | them with bad news about an impeding bankruptcy?
         | 
         | The paper printed a story about this attempted takeover and the
         | fake news regarding any potential bankruptcy, and people
         | stopped selling their stocks.
        
           | anyoneamous wrote:
           | > started cold-calling all the listed owners, asking if they
           | could purchase their stocks - warning that the newspaper was
           | on the brink of bankruptcy
           | 
           | In a sane world, this kind of behaviour would be identified
           | as fraudulent and the party responsible would lose their
           | shirt.
        
           | woleium wrote:
           | never pick a fight with someone who buys ink by the barrel
        
             | quickthrower2 wrote:
             | In this case, the fight picker buys ink by the FCL though.
             | 
             | I think in this case: don't pick a fight in the back yard
             | of a small town where community still exists and everyone
             | sticks up for each other.
        
         | Simon_O_Rourke wrote:
         | From a control point of view, and maybe a salary or job
         | viewpoint, this isn't too good.
         | 
         | But enlighten me how a 40% odd share distribution of a now PE-
         | owned and operated company would be a bad thing? Surely they're
         | going to try and increase the company's value for their own
         | self interest?
        
           | cj wrote:
           | PE and Founder interests are not as aligned as many would
           | assume at face value.
           | 
           | Founders often care about doing good by their customers,
           | vendors, employees... while the average PE firm will happily
           | screw everyone over the moment there's a monetary incentive
           | to do so.
           | 
           | If a founder has the same time horizon for an exit as the
           | PE/VC and if the founder is emotionally detached from the
           | business/product/customers/employees, then all incentives are
           | aligned. But that's usually not the case which is why you
           | often see CEO's ousted and replaced by a "professional CEO"
           | to "take the company to the next level". In reality founder-
           | CEOs are ousted most often because their passion for the
           | business gets in the way of maximizing profit.
        
         | nobrains wrote:
         | There seem to be 2 problems here:
         | 
         | 1. Giving another party 49% doesn't guarantee you will have
         | retaining control. You having 51% shares does guarantee that.
         | So, their strategy was flawed.
         | 
         | 2. Not sure if regulations allow this, but to make it bullet
         | proof they should have made a contract that the PR group will
         | not go beyond 49%.
         | 
         | Without either of the above, the company just did not do good
         | diligence.
        
           | Cpoll wrote:
           | > Not sure if regulations allow this, but to make it bullet
           | proof they should have made a contract that the PR group will
           | not go beyond 49%.
           | 
           | Can this ever work? The PR group can control the 2% without
           | nominally owning it.
        
             | RandomBK wrote:
             | The extreme case of this would be Poison Pills, so if _that
             | 's_ allowed then I suspect you can contract for this as
             | well.
             | 
             | Having said that this is the type of thing that is likely
             | to get dragged in front of a judge, so the more foolproof
             | way would be to retain 51% control or dual-class shares.
             | Once you give up majority control to third parties, you
             | can't really prevent everyone else ganging up on you and
             | outvoting you.
        
             | scrollaway wrote:
             | They don't need to own the shares, they just need the
             | shares to vote their way.
        
           | arcticbull wrote:
           | I believe the usual path in this type of situation is to
           | dual-class shares, so you can retain voting control while
           | selling beneficial ownership to others. I suspect the PE
           | group would have, you know, rejected this arrangement given
           | their plan.
        
         | mlyle wrote:
         | > I really wish there were an anonymous but vetted "yelp" type
         | of site for people/firms who do bad business. So much business
         | is done in bad faith and the people on the losing end rarely
         | have the ability to warn others of their experience without
         | killing their own reputation.
         | 
         | If you credibly report your experience, they will know who did
         | it, anonymous or not.
         | 
         | "The Funded" was an attempt to do this for VCs a decade ago.
         | But it was astroturfed in practice.
        
         | mediaman wrote:
         | Stories like this are bizarre. There are a million ways to
         | ensure rights for a founder-owner that do not depend on 51%
         | ownership, such as requiring supermajority votes for replacing
         | the CEO, or right of first refusals granted to the founder-
         | owner for share transfers. If they throw a fit about those
         | terms, then don't do the deal!
         | 
         | If you are selling shares to a PE firm with the explicit goal
         | of retaining control, and you have less than 50% of shares, why
         | would you make it so easy for them to get control?
        
           | wmf wrote:
           | People just don't know about this stuff. It was even worse
           | decades ago when there wasn't so much startup content online.
        
             | i_am_jl wrote:
             | Lawyers have always known about this kind of stuff. Blows
             | my mind that business owners are negotiating contracts like
             | "I know what all these words mean, why would I need a
             | lawyer to review this?".
        
               | [deleted]
        
               | piecerough wrote:
               | This. Always get a lawyer.
        
               | jrumbut wrote:
               | As the sibling comment points out, it's not like you can
               | hire any lawyer off Craigslist and expect to be
               | bulletproof.
               | 
               | Lawyers can be an expensive rubber stamp on a deal that
               | is absolutely not in your interest or be a chaos agent
               | that makes you impossible to do business with. They can
               | also make executing complex deals very simple (for you)
               | or ward off sophisticated scammers. At least in my
               | experience, it can be very hard to know which is which
               | before it's too late.
        
               | code_biologist wrote:
               | My company has spent six figures with two different blue
               | chip startup law firms. Our board specified the firms.
               | Those in the VC scene would recognize them. The quality
               | of the work has varied from "decent if eye wateringly
               | expensive" to "subpar", seemingly dependent on the
               | associate that worked on it and if there was any other
               | industry-wide phenomena occupying the firm's attention.
               | 
               | I'd still suggest a lawyer for sure, but I wish I had
               | counsel I liked.
        
               | wmf wrote:
               | Be sure to use a startup lawyer not a general small
               | business lawyer or you might end up incorporated in
               | Florida with no founder vesting or shotgun clause.
        
             | talldatethrow wrote:
             | You don't need to "know" anything to understand it was
             | potentially possibly. And if you didn't, imo you're sorta
             | braindead and that might explain why they wanted to out you
             | in the first place.
        
           | ada1981 wrote:
           | Exactly. If you do a deal like this, it seems ideal someone
           | more savvy come in and run your company for you.
        
           | cj wrote:
           | Simple answer:
           | 
           | A successful founder will sell 1 (maybe 2) companies in their
           | lifetime, while PE/VC firms do these deals every day of the
           | week.
           | 
           | It's like entering the ring with a pro MMA fighter and
           | expecting to have a fair fight. You have a massive
           | disadvantage that can't be overcome. The best you can do is
           | take precautions and "do your best" but "your best" and
           | "precautions" still isn't good enough if your opponent really
           | wants to screw you over. Unfortunately this happens all the
           | time in VC, and especially in PE.
           | 
           | As an example, when you sign a term sheet to sell a company,
           | most founders assume the deal will go through at the price
           | that was agreed. In reality, deals almost never close at the
           | originally agreed upon price. The buyer usually waits until
           | the very last minute, then drops the bomb on the seller "Btw,
           | we can't do the deal anymore at this price, but we can sign
           | tomorrow for 30% less". The sad part is it's such a common
           | tactic and PE firms will do things like encourage founders to
           | get their whole team excited about the transaction -before-
           | dropping the bomb / new deal terms. At which point the
           | founder is basically trapped with their whole team excited
           | about an exit, which PE then exploits.
           | 
           | All of the lawyers in the world won't help if the PE/VC firm
           | has the ability to spread the word "Don't do business with
           | John Appleseed" effectively shadow-banning you from future
           | funding from anyone. PE/VC world is very small and they have
           | a lot of political leverage, which almost always trumps any
           | legal leverage a founder might have.
           | 
           | The best defense is to have another VC/PE on your side.
           | 
           | That also puts bootsrapped companies at a severe disadvantage
           | (no VC fighting on their side for the best outcome). There
           | literally are PE firms who specialize in buying "family run
           | bootstrapped businesses". Why? Because they're the easiest to
           | screw over and exploit.
        
             | preommr wrote:
             | > while PE/VC firms do these deals every day of the week
             | 
             | That's why you hire a lawyer that also does this stuff
             | everyday of the week.
        
               | cj wrote:
               | Absolutely, but still not bullet proof.
               | 
               | It's not all that rare for a large law firm to be
               | "auditioning" for a VC/PE's business, while also
               | representing clients who are selling or receiving
               | investments from said VC/PE firms on the other end of the
               | transaction. That can create perverse incentives that you
               | the founder may never become aware of. Lawyers are smart
               | enough to know how to walk the line without creating
               | blatant conflict of interest.
               | 
               | Good lawyers care more about their own reputation than
               | they do any 1 transaction. Each transaction is an
               | opportunity for the lawyer to gain or spend political
               | capital with the opposing counsel. This is less of an
               | issue with smaller/boutique firms, more of an issue at
               | large well known firms. Counter-intuitively, it can be
               | better to work with a 2nd tier law firm than the #1 top
               | rated law firm.
        
             | kmeisthax wrote:
             | One other advantage of buying family run bootstrapped
             | businesses is that they're too small to trip antitrust
             | scrutiny. There are entire industries whose driving
             | consolidation force is a handful of PE firms buying up old
             | family businesses and running them into the ground. Things
             | like funeral homes, dental offices, and the like.
             | 
             | Yes, I did learn about this from Cory Doctorow, why do you
             | ask?
        
               | Infernal wrote:
               | Links? I'd love to read more.
        
             | mousetree wrote:
             | > You have a massive disadvantage that can't be overcome.
             | 
             | You hire a law firm to advise you on the deal.
        
       | dpiers wrote:
       | This story by itself might sound like sour grapes, but in
       | combination with other reports about the CEO(1), I suspect bad
       | news ahead for Stability's investors.
       | 
       | It seems like a narcissist with a very 'dynamic' relationship
       | with the truth chased the AI hype train and ended up with a bunch
       | of money and attention due to a stupid VC. He pissed off the
       | teams that invented Latent Diffusion and his partners at RunwayML
       | in the process, and now it seems like his cofounder as well. What
       | value is there in a company that's only famous because they spent
       | $600k in VC money training an open source model on AWS?
       | 
       | 1: https://www.forbes.com/sites/kenrickcai/2023/06/04/stable-
       | di...
        
         | kristopolous wrote:
         | The finance side of the AI boom is just the crypto bros chasing
         | a new hustle.
         | 
         | Before that they were the Uber for x/y as a service people.
         | 
         | It's a shame we can't get things financed without these PT
         | Barnum clown cars
        
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