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I am a newbie to this, so any detailed answers would be very helpful.

Suppose a start-up offers x% (say 10%) of equity to an employee prior to finding venture capital. And say the founder retains 50%. How do these percentages change once venture capital comes in? What say does the VC have in percentages of equity for the founder and employees?

Also, on a related note, say once an employee is offered 10% equity vesting in 4 years, how can one protect against having the stake diluted? My concern is more around protecting the equity stake as an employee, since I would be working for very little or no cash compensation.

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3 Answers

Why not have your contact state that you automatically get x % of all newly issued shares? Obviously, Gates, Zuckerberg, Jobs had something to protect their percentage.

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Sounds good on paper, but no "newbie" is going to get a clause like that. – Brian Karas Apr 22 '11 at 16:06

In short, you can't protect against having your stake diluted.

To keep it simple, assume that the company is always 100% allocated to the current shareholders after a given round (it often isn't, there are some shares reserved for certain things like new hires, but for the purposes of discussion this explanation will work).

Let's say a company has 10M million shares, allocated to employees and investors.

So, you have 10% (1M Shares), the founder has 50% (5M) and the other 40% (4M) is held by the Round A investors.

Now, it's time for Round B. All the current stock is allocated, so there are no shares to sell. This is solved by issuing more shares for the new investors to buy. The sum total of all the shares always has to be 100%. So if we issue another 10M shares, the company now has 20M shares of stock. You still have 1 Million shares, but it's 1 Million of 20 Million, instead of 1 Million of 10 Million. 5% instead of 10%.

This is a very simple explanation. It can be further complicated by the fact that you may have multiple classes of stock, or different terms for different share holders. It is common to have a provision such that if the Round A investors re-invest in Round B, then their shares do not get diluted, or get diluted less than your common shares.

In essence, almost any scenario for dilution is fair game, and precedence will always go to investors over option grantees.

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Thank you! That helps a lot. – user9881 Apr 22 '11 at 15:10
What clauses do folks typically have against being fired? Let's say an employee agree to work without pay in the hope of making it big with the company one day, and once the company gets VC funding, what prevents an employee from being fired at that point? Agreed that certain percentage of shares will vest by then though. – user9881 Apr 22 '11 at 15:16
Nothing but your own value-add to the organization prevents you from getting fired. Startups are just regular jobs, but with more hours and stock grants. Yeah, there is all the happy-unicorn-rainbow stuff, but there is nothing "magic" about a startup job as compared to a job anyplace else. – Brian Karas Apr 22 '11 at 16:05

Every time there is a new investment round, your stake will get diluted. When new stakeholders come in, the existing stakeholders have to lose some percentage of ownership. Hopefully, at each investment round, the value of the company will go up such that the value of your stake increases in dollar terms even though it goes down in percentage terms.

I'm not an expert on this, so hopefully someone else can provide greater details, but I it works something like this.

Suppose your company is valued at $5M before an investment round (often determined in some mysterious way) and the investor comes in and provides $5M to the company. The investor then owns 50% of the company. Your share will probably be diluted by about half in percentage terms, but if the company was valued at $1M when you got the shares, then their value has increased.

It gets really complicated in that there are different types and classes of shares, and there is the number of authorized shares vs. outstanding shares etc. Consider the above a rough approximation of how the process works.

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