How can I leave my startup and keep all of my shares?

Sorry to hear about your situation.

You're in there three years - it would be a shame not to benefit from it (especially given recent events).

What does your agreement state? Do you have a vesting schedule? Is there a early exercise on change of control clause?

Can you have (have you had) a sitdown with the other founder and have a heart to heart?

Perhaps if you both agreed to disagree & that the goal is take advantage of current events to either:

• (a) prep the company for a M&A event or
• (b) have the investors bring in other management team.

Then, the focus moves from "who is right" to "how do we (and the company) benefit from this".

There are two angles - the legal and the practical. Legally, if you have shareholder agreements, then it should be pretty clear what will happen. If you're vested (or if you had no vesting) then you own the shares and there's not much the other shareholders can do about it. If you're not vested then the shares go back to the the company. If you have no agreements then it comes down to working it out or getting a lawyer. Your sweat equity should be worth something but there are no guarantees. However, there are minority shareholder rights that should prevent them from forcibly taking away your shares.

From a practical standpoint it's better to suppress the negative emotions and personalities and just treat it as a case of burnout or wanting to do something else. You could make a deal to give back some shares and consult for the company on the side for a period of time. That way the others don't feel like you're completely abandoning them and you can gradually taper down the relationship, or maybe the situation will change and you'll be happy you haven't completely burned your bridges. Hopefully they'll understand that they're better off with you not working there but still helping rather than you hanging around just to keep your shares.

It is really hard to give advice on this as so much is dependent on the specifics. What is the ownership like (who are all the shareholders and what is their equity), can people be replaced, what is the nature of the personality problem, etc.

One thing to ask yourself is what would you do if that person were replaced or not there? Are you still gung-ho on the project or are you burnt out?

What do the investors think of the group and dynamics? Most savvy investors will pick up on dysfunction right away and run. If an investment can be used as a turning point (either getting rid of problems or otherwise addressing them) then it would be a good thing.

If it were me I would be direct with the other founders and tell them of the issue(s) and you are thinking of leaving.

Many options exist of course:

• you can leave with your shares and that may end up tanking the company since the other founders might be bitter about doing work that will make your payoff better
• you leave with fewer shares
• you leave and surrender shares but get options or other similar ability to participate in upside
• you leave and get bought out
• Someone else leaves the company and you stay
• You work out your issues
• etc.

In Silicon valley, the term "idea man" is given to describe the all-too-common situation of a founder having all the ideas, wanting all the equity, but not really be able to do much of real value. The cold reality is that ideas have little value. Successful "idea guys" can recognize the idea first, build a team, and then get out of the way.

The problem with "idea guys" is that they can ruin a company by coming up with new ideas faster than they can execute them.

Perhaps you're recognizing that you're no longer bringing value with ideas. Take this time to point out your strengths: you built a great team! Perhaps it's high time to build a great group of valuable customers, or find a leader who will make your equity more valuable.

Just stop bringing new ideas to your co-founder every day/week/month. It's not helping.

One thing you'll have to consider is how your leaving will impact the valuation and the 'fundability' of the company. If you leave to another venture and there's no resources for someone still in the company to buy your shares and assuming there's no further contribution from you, that's dead equity. Your founder-level stake is now dormant, and to any future investor or buyer, they're no longer getting a founding team member who's pulling heart and soul for the venture to succeed. You'll be perceived as being on the sidelines waiting for your payout. I don't know how much success you've achieved and how big you've grown, but your absence will be felt, and priced in.

I think it's been cited here before, but here's Noam Wasserman's article on Dead Equity.

As many others have pointed out, the devil's in the details of your operating agreement, vesting schedules, bad-leaver agreements, etc.