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Should I accept or reject this "partnership"?

Jardo

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I've been offered a "partnership" in a tech startup. I put it in quotes, because this would mean me having a 0.6% stake.

The guys behind the startup came up with a really innovative idea in the field of gaming (I obviously cannot go into details). They have been working on the business for years. They put all their money into it and made a lot of sacrifices - they are two middle-aged men with families, but they had to move away to work on the business and they basically live together in a small rented office space. The classic entrepreneur story lol. I should also mention they have previous business experience, but no knowledge or experience in IT.

So anyway, I was hired by them as a freelance software engineer to build a prototype for proving their concept. The prototype was a success, and they managed to secure an initial 6-figure investment to finance development of the real product.

Their strategy is to get the product off the ground within 1 year, sell their stake to some investor, and retire. They say this has a potential of becoming a multi-billion dollar company and I don't think that's unrealistic.

They want to hire a team of about 10 programmers and want me to be something like a lead developer. Basically the guy who designs the whole product and oversees the development process.

What I don't like is that I'd have a tiny 0.6% stake. This would effectively make me a glorified employee. If their plan works, they will become millionaires and retire (basically the fastlane scenario), and I will make some money, but not enough to retire.

They frame it as they are giving me this awesome opportunity. In their minds, they put in all the work and sacrifice (legal stuff, securing investors) and I can join now and just reap the rewards of their hard work. I think they're underestimating the fact that they have no product yet, and I will be the guy who creates it. And they're valuing that at 0.6%.

I told them I don't feel that's enough, but they refuse to budge. They are saying that I will have this amazing salary and bonuses and that if I prove myself to be valuable, even the new owners will want to hold on to me and treat me well. So again, it sounds more like a job, than a partnership.

I also should mention that I'm working on my own fastlane business right now. I doubt that I could build a billion dollar company by myself, but I don't really need to, because I would own 100% of it. I don't like the fact that working for them would distract me from working on my business. But on the other hand, if I took the partnership, this would give me access to a social circle of millionaires, where I could potentially find mentors and investors for my own business.

What do you think? Should I take this offer, or should I refuse and only work on my fastlane business?
 
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Hadrian

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I'm no expert in this area but with a tiny 0.6% stake it sure doesnt sound like they value you!
Whatever you end up with just make sure its non dilutable! :)

Probably best to find people who've been in this boat and ask their advice... but where would you find them? Quora/Meetup/StackOverflow?
 
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jpn

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No one can say whether you should take the offer or not. We're not you, we don't know you or your life.

Having said that, this is a glorified employee role. But honestly, you're acting as an employee. You'll be taking a salary, and not taking any real risk by the sound of it.

From their perspective, they invested their own money, worked hard for years got the business to a position where it could raise money, raised money and have billion $ potential. Assuming you will get a market rate salary too, then yes 0.6% is not bad. They took a lot of risk out of the business for you. Now the big question is, if you wanted too, could you get more, can you convince them that they need you and that what you will add is worth way more than 0.6%? This is where you can get creative.

As a side note though, I'm very skeptical about their exit plans, selling the business in a year after you've just raised a few hundred k seems extremely unlikely.
 

Digamma

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.. really innovative idea in the field of gaming (I obviously cannot go into details)...

... basically live together in a small rented office space... no knowledge or experience in IT...

... initial 6-figure investment to finance development ... product off the ground within 1 year, sell their stake to some investor, and retire... a multi-billion dollar company and I don't think that's unrealistic...

... they want to hire a team of about 10 programmers and want me to be something like a lead developer. Basically the guy who designs the whole product and oversees the development process...
All the stuff highlighted above are red flags dancing in red tutus on a red stage in a red building on Mars.

My advice would be to negotiate a higher salary instead and milk the cash cow until the inevitable implosion.
 
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Kevin88660

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I've been offered a "partnership" in a tech startup. I put it in quotes, because this would mean me having a 0.6% stake.

The guys behind the startup came up with a really innovative idea in the field of gaming (I obviously cannot go into details). They have been working on the business for years. They put all their money into it and made a lot of sacrifices - they are two middle-aged men with families, but they had to move away to work on the business and they basically live together in a small rented office space. The classic entrepreneur story lol. I should also mention they have previous business experience, but no knowledge or experience in IT.

So anyway, I was hired by them as a freelance software engineer to build a prototype for proving their concept. The prototype was a success, and they managed to secure an initial 6-figure investment to finance development of the real product.

Their strategy is to get the product off the ground within 1 year, sell their stake to some investor, and retire. They say this has a potential of becoming a multi-billion dollar company and I don't think that's unrealistic.

They want to hire a team of about 10 programmers and want me to be something like a lead developer. Basically the guy who designs the whole product and oversees the development process.

What I don't like is that I'd have a tiny 0.6% stake. This would effectively make me a glorified employee. If their plan works, they will become millionaires and retire (basically the fastlane scenario), and I will make some money, but not enough to retire.

They frame it as they are giving me this awesome opportunity. In their minds, they put in all the work and sacrifice (legal stuff, securing investors) and I can join now and just reap the rewards of their hard work. I think they're underestimating the fact that they have no product yet, and I will be the guy who creates it. And they're valuing that at 0.6%.

I told them I don't feel that's enough, but they refuse to budge. They are saying that I will have this amazing salary and bonuses and that if I prove myself to be valuable, even the new owners will want to hold on to me and treat me well. So again, it sounds more like a job, than a partnership.

I also should mention that I'm working on my own fastlane business right now. I doubt that I could build a billion dollar company by myself, but I don't really need to, because I would own 100% of it. I don't like the fact that working for them would distract me from working on my business. But on the other hand, if I took the partnership, this would give me access to a social circle of millionaires, where I could potentially find mentors and investors for my own business.

What do you think? Should I take this offer, or should I refuse and only work on my fastlane business?
How big is the company..? Sounds like you are third participant.

If they expect you to form a team basically they are expecting you to work like a partner but they are extremely stingy giving equity stake to a third partner.

They say they will give you good salary and bonus to compensate for low equity stake. How good is that?

You mention that they have no IT experience and has been working on this gaming project for years. It sounds really contradictory.

If you believe that it has a billion dollar potential and you are getting a good salary without the risk, it is definitely a good deal. 0.6percent of half a billion is 3 million! I am not sure how you are just being a glorified employee who cannot afford to retire.
 

AceVentures

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Structure an agreement that honors a bonus if the company sells, contingent on measurable contributions you make. If you think it has the potential to reach the 100s of MMs, your equity alone would be a good 1year investment. A $10MM buyout however would only net you 60k. Not stellar unless the salary is phenomenal.

I'd start with what I think the valuation is and what the 0.6% is worth at a potential buyout. If you think you're worth more than that over a 1year time span, build in clauses to give you more take as you help them build this.
 

Johnny boy

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“This company is gonna be so big. What do you think it’ll be worth in 5 years? Oh, a billion dollars? So my stake will be worth 6,000,000? Tell ya what, I don’t need all that money. I’ll settle for $2,000,000. Better you guys keep it all since you guys are business geniuses and such. Here’s a contract for that amount, the payments start off small for a year and go up from there.”
 
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Jardo

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Thanks for your insights guys! I'll try to clarify some things:

they invested their own money, worked hard for years...They took a lot of risk out of the business for you.

Yes, I realize they have done a lot of work and sacrifice. But on the other hand, they still don't have the most important component - a viable product. And they want me to build it for them.

can you convince them that they need you and that what you will add is worth way more than 0.6%?

I'm sure they want me because they are actually trying to convince me to take the deal. I tried to explain to them that my contribution is worth more, but they keep saying those things about a great salary, bonuses, etc.

selling the business in a year after you've just raised a few hundred k seems extremely unlikely

Their plan is to find more investors, and then make an exit. Tomorrow there is a meeting with another potential investor, but this time, it will be 7 figures. And they plan to get another bigger investor, once the company starts generating revenue.

How big is the company..? Sounds like you are third participant.

There are 2 original founders + 2 early investors + 1 other partner/employee + now me.

You mention that they have no IT experience and has been working on this gaming project for years. It sounds really contradictory.

They did all the non-technical work. Refining the idea, talking to potential customers and investors, legal stuff, management, etc.

0.6percent of half a billion is 3 million!

By the time the company would be worth that much, it is expected that we will be significantly diluted. My stake should be worth somewhere in the 6 figure range.
 

Kid

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My advice would be to negotiate a higher salary
If they are so confident that they build a unicorn, then this.

Also you gotta ask if your stock will get diluted.
6 figures investment isn't that much, so probably there will be another rounds of investments.
*

Overall i would suggest taking this "job" as a learning experience.
You could get firsthand experience in churn&burn, product management and how world looks like when you're short of money and need to get to VC.

There are lessons that today's programmers took and hold to.
One of them is that even 30% of nothing is still nothing.

*EDIT: we posted at same time, so this 0.6 will gonna be diluted.
 

ApparentHorizon

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Definitely not enough info for us to judge for you. Nor should you disclose further.

But this smells like investor arbitrage, since there's no viable product and they're already raising money.

1. Raise capital
2. Make product, that doesn't actually have to work
3. Sell out / Run away with the money

They'll probably pay themselves 200-$250k/year b/c they're "C-Suite."

You're getting shorted big time if this is the case.
 
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DaRK9

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I know people will disagree with me but I’m always leery of people building a business with the sole purpose of exiting ASAP. Screams “I’ll commit fraud for the valuation” to me every time

All these numbers and “hard work” means nothing without a product so take your time and really asses the viability and potential value of the company.

Everyone gets rich in Excel.

EDIT:Another group I watch out for are people who constantly say “I just want someone with skin in the game.”
 

SteveO

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Do you have the ability to do this on your own?
@Kak
 

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