CTO / cofounder exit deal after 1.5y at 600k revenue without SHA

I co-founded a deeptech company in France 1.5 years ago with another founder. We both invested €30k initially. My co-founder, who has a business background and is CEO, owns 51% of the shares and has 2/3 of the voting rights, while I own 49% of the shares and hold 1/3 of the voting rights. I have a PhD in AI and serve as the CTO. We pay ourselves modest wages and currently employ three full-time staff, all of whom I recruited and manage. The company generated €600k in revenue over the first 18 months through tenders and research services. There’s also potential for a €1.3m grant to be awarded in Q2 this year. Even though the company is doing well, I’ve decided to exit the company end of March for personal reasons: A breakdown in cofounder relationship, I can’t commit to relocating to France (I’m commuting from abroad), and I’m not happy with the recent pivot to the defence sector. We don’t have significant IP yet because I spent most of my time writing proposals that generated revenue and developing prototypes for sectors that ultimately turned out not to have a substantial market for our tech. My co-founder has offered to buy out 48% of my shares for €60k, allowing me to retain 1%. We don’t have a shareholders agreement so he could in theory dilute me by issuing new shares using company or investor money, although I could contest that in court. I'd rather move on though as I'm already looking for new roles where I currently live. I'm not interested in building a competitor. Lawyers I talked to told me different things, one that worked a lot with startups told me that it's a good deal, another one specialised in shareholder litigation told me I could squeeze the company dry. Does this seem like a fair offer to you? What do I need to keep in mind in order not to lose my remaining equity after exit?

Comments URL: https://news.ycombinator.com/item?id=42600893

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https://news.ycombinator.com/item?id=42600893