I am a co-founder of a startup who is considering leaving the company. Regarding unfavorable partnership agreements,
Hello.
I am a co-founder of an IT startup,
and I wrote a partnership agreement as one of the five directors, including the CEO, when the company was established two years ago.
At the time of writing the agreement, the shares were distributed as 65% to the CEO, 10%, 10%, 10%, and 5% to the other directors, and I was a shareholder with 5%, which has been partially diluted due to investment attraction and I currently hold about 4%.
Despite the difference in shares, all five of us worked, receiving a salary of 200,000 won without any difference for about 24 months. (We only paid 200,000 won in the name of transportation expenses to join the four major insurances.)
Despite the long period of dedication working full-time and working overtime without a salary, at the end of last year, the CEO expressed opinions that were disconcerting to hear while talking to the other directors about the dismissal of a director. This is
based on the clauses in the partnership agreement.
The opinion was that it would be best to recover the shares, return only the principal, and dismiss the director. The clauses are Article 6, Section 1 of 'Obligation to Provide Labor' and Article 7, Section 1 of 'Obligation to Grant Voting Rights,' and the contents are as follows. (Omitted)
Although the matter was canceled due to the opposition of the directors, I lost all my desire to dedicate myself to the company after that. This is because I saw the CEO's attitude of not wanting to compensate for the dedication at all.
After hesitating for about six months, I am considering leaving the company at this time. However, the clauses in the partnership agreement require me to return my shares if I stop working, and nothing more than the initial investment is guaranteed for this. (Since January 1, 2014, compensation is based on the amount corresponding to the net assets * shareholding ratio, but even though the IT service we have been building for the past two years is an intangible asset of the greatest value, it is not included in the financial statements. The net assets on the balance sheet at the end of last year are close to negative.)
However, according to the stock valuation report from Samil Accounting Corporation, which I requested at the end of last year, the total value of the company's shares has grown by about 180 times compared to the value at the time of my investment, reaching 3 billion won.
In the current situation, regarding my departure and the unpaid labor of the past two years,
The compensation plan I desire is as follows:
1) Reflect the value of the IT service on the financial statements based on the stock valuation amount in the stock valuation report, receive the amount corresponding to the shares, and return them.
2) Since I have been working virtually without pay for the past two years, to be compensated with a reasonable monthly salary for that period.
3) To continue holding the shares.
4) Upon subsequent investment attraction, to receive "shareholding ratio * (number of months of service/number of months from July 2012 to investment attraction) * pre-valuation amount at the time of investment" and return the shares or sell them to the investor.
However, I consulted with the CEO about the above four options in early April, and the CEO firmly stated the opinion of opposing all types of compensation.
I am curious if there are any legally protected aspects when leaving or being dismissed in this situation.
I would like to ask for the opinions of experts. Thank you.
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