I am a co-founder of a startup who is considering leaving the company. Regarding the unfavorable partnership agreement,
Hello.
I am a co-founder of an IT startup,
and two years ago, I wrote a partnership agreement as one of the five directors, including the CEO, when the company was established.
At the time of writing the agreement, the shares were distributed as 65% to the CEO, and 10%, 10%, 10%, and 5% to the other directors, respectively. I was a shareholder with 5% of the shares, which has been partially diluted to about 4% due to investment attraction at this time.
Despite the difference in shares, all five of us worked while receiving a monthly salary of 200,000 won, without any difference, for about 24 months. (We only received 200,000 won in the name of transportation expenses to join the four major insurances.)
Despite my dedication to working long hours, full-time and overtime, even without a salary, at the end of last year, the CEO expressed a shocking opinion to the other directors when discussing the dismissal of a director. This is
based on the provisions of the partnership agreement,
it was an opinion to recover the shares and then return only the invested principal and dismiss them. The relevant clauses are Article 6, Paragraph 1 of 'Duty to Provide Labor' and Article 7, Paragraph 1 of 'Duty to Grant Voting Rights,' and the contents are as follows. (omitted)
Although the matter was dismissed by the opposition of the directors, I have lost all my will to dedicate myself to the company since then. This is because I saw the CEO's lack of will to reward the dedication even slightly.
After hesitating for about 6 months, I am considering leaving the company at this time. However, the clauses in the partnership agreement require me to return the shares if I stop working, and they do not guarantee anything beyond the initial investment. (Since January 1, 2014, compensation has been determined by the net asset * shareholding ratio, but the IT service, which has been created over the past two years, is the most valuable intangible asset, but it is not recorded on the financial statements. The net assets on the balance sheet at the end of last year were 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 180 times compared to the value at the time I invested, reaching 3 billion won.
In the current situation, regarding my departure and the unpaid labor for the past two years,
The compensation plan I hope for 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 and receive the amount corresponding to the shares and return them.
2) Since I have essentially worked without pay for the past two years, I will be compensated with a reasonable monthly salary for that period.
3) Continue to hold the shares.
4) Upon attracting investment later, receive "shareholding ratio * (number of months of service / number of months from July 2012 to the investment attraction) * pre-valuation calculation amount at the time of investment" and return the shares or sell them to the investor.
However, I discussed the above four items with the CEO in early April, but the CEO firmly maintained the opinion that he opposed all types of compensation.
I am curious if there is any legal protection in case of resignation or dismissal in this situation.
I would like to ask for the opinions of experts. Thank you.
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