A conversation with the principal of Jotham S. Stein P.C. about his recent book called “Even CEOs Get Fired“.
This is an easy read for any entrepreneur, C-Suite executive or investor on the tips and tricks in today’s high stakes business world.
It’s probably safe to say that most people who want to make sure they are protected in their work environment whether you’re the CEO or you work for a company, should definitely read this book! Enjoy this very educational conversation with Jotham Stein.
Thank you for listening!
Jotham S. Stein
Principal – Law Offices of Jotham Stein P.C.
Podcast Music By: Andy Galore, Album: “Out and About“, Song: “Chicken & Scotch” 2014
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Joe: Jotham Stein, welcome so much, I’m glad you join me on the podcast. I’m looking forward to this. I don’t do a lot of things that dig deep into legal conversation. So this is going to be very educational for me and I know for my audience as well. So thank you so much for joining me.
Jotham: Thanks for having me on your show, Joe.
Joe: Yeah, absolutely, so we’re going to definitely talk about your new book, which is “”Even CEOs Get Fired””, which is very interesting because I’ve been a CEO my whole life. So it’s kind of scary to think about that I would get fired from my own company first, get a little back story about you from the interviews that I heard. I know that you and I are both New Yorkers. So I grew up a couple hours north of New York City. And you grew up on Long Island. If I if I remember correctly.
Jotham: That’s true. I’m proud graduate of high school, Syosset, Long Island, New York City, Nassau County, sort of almost all the way to something closer to north and south shore, but pretty much in the middle.
Joe: And do you still get back there or you’re not there, right? Do you live in California now?
Jotham: Yes, I live in Half Moon Bay, California, three blocks from the beach, so when I was growing up in high school, I used to love to go to the beach. That’s where you go, you know, all the time in Jones Beach Those
Jotham: Beaches, even Robert Moses State Park on Fire Island, you go there, too. Now, I live three blocks from the Pacific Ocean and
Jotham: Happened back.
Joe: That’s awesome. I saw a kiss at Jones Beach. Of all Kiss and Aerosmith all in one night.
Jotham: In one night, wow,
Jotham: I think you have the theater there, like in the bay. Oh,
Jotham: That’s cool.
Joe: And I where I went to college, I went to New York State University and pretty much the entire university was Long Island resident. So I have a bunch of friends that live out a lot. So it’s near and dear to my heart. Can you give me a little back story about you, like how you decided to get into law? You know, just I like my audience to know who you are, and we just don’t launch into, like, who you are. Now, it’s interesting to know the person and then we get into what’s going on today.
Jotham: So after high school, I went to college at Princeton in New Jersey, and I was actually interested in public policy. So one of the things people are interested in public policy do is they go to law school. So I wound up I never really been to California only one time in my life. So I was fortunate enough. I applied to California schools, got into Stanford and and went to law school at Stanford, which is right in Silicon Valley, as it turns out. So I got out of Stanford and I went to work for the big Silicon Valley law firm for two years. You know, the firm that probably I think started Apple are famous in this area. Not that I have anything to do with Apple, but but I went to work for that law firm for a couple of years and then left and traveled the world. I hitchhiked around quite a bit. I’ve been in quite a few countries and that I eventually hung out my own shingle in Silicon Valley and people knew that I was. I started out in litigation, meaning when people are individuals or companies to each other. But after a while, a lot of the local lawyers figured out that that I could probably write a contract to protect people as best you can from getting into lawsuits.
Jotham: So that’s how it started. And eventually, I’m an entrepreneur myself, so I like meeting a lot of entrepreneurs and executives of people. So I’m a lawyer that has a lot of people as clients, real people that have different issues. And so I like meeting them at all that show. When you start doing a good job with one entrepreneur, they refer you to other entrepreneurs. Lawyers refer you to other entrepreneurs. I ran an advertisement I talk about in my book, “Even CEOs Get Fired”, which is sort of named after an advertisement ran 20 odd years ago and no longer existent magazine called Red Herring, which in those days was the hot Silicon Valley magazine. And it was titled “Even CEOs Get Fired”. And you would not believe who called me off this advertisement because people have all sorts of problems at employment at every level. My book is for everybody from the entry level individual to the mid-level manager to the CEO. And all those people called me off that Ed. And and one thing led to another. And here I am. Now, I, I know a lot about protecting executives, entrepreneurs, mid-level employees, starting out employees, somebody with a new business and so forth. So that’s that’s the background.
Joe: Perfect. And so I notice that you have not one, but three officers
Joe: Said true.
Jotham: Do. That is true.
Jotham: How do you get to ask me how I wind up having three offices? So.
Joe: Well, because it’s like I know even when you were with David Meltzer on that interview, it’s like, why? What was the first thing that came to your mind when you said, hey, I’m going to break out on my own, get out of the safety net of working at a firm? Right. You don’t have to think about much of anything but what you’re responsible to do. But then you break out you open up not only one office, but you have three offices. So I was looking going, OK, man, he really went for.
Jotham: So that’s the story of those offices, of course, that my longtime office has always been in Silicon Valley, in Palo Alto, although these days with covid you can work anywhere, we could work anywhere anyway when you represent as entrepreneurs do not care where you are in the world, as long as you’re giving them excellent advice. And many of them won’t even come to visit me in my Palo Alto office because time is money. They’d rather be doing whatever they’re good at with the mobile games, whether it’s by a pharmacy, but it’s a Wi-Fi, whether it’s security, whatever they’re great at, they don’t want to come visit their lawyer maybe once. So I could really work anywhere. But I had an office and I now have an office in Chicago land outside the Chicago suburbs, in part because I live there. And I can say that living near Lake Michigan in that area and those lakes out there is not the same as living by the ocean. We grow up along Long Island by the ocean, and it has to smell like salt. So I now moved back to California and I have an office in New York on Long Island as well. And that’s actually because you’re supposed to have an office in New York if your practice law in New York, and I’m licensed in New York, in Illinois and in California, Colorado and the District of Columbia. So that’s
Jotham: How got.
Joe: All right, well, good. Can I can I break down what your firm and what you do, like what’s the specialty before we get into talking more about the book?
Jotham: Look, the thing is, it’s going to really help you, you know, the CEO, but it’s also a breezy read. This is easy to read in the story. In the book, about 40 percent of the book is there. Fifty nine stories there that are fictional. They’re the repetitive stories of genres of stories that happen, but they’re not any specific story that made them up actually to Peet’s Coffee in Half Moon Bay here. I wrote the I wrote all of those there. And so you might find out, hey, that happened to me or or it happened to somebody. I know. But it’s because it’s a kind of repetitive story that happened. So it’ll be a really easy read for you. You can read it on a plane, you can read it on a train, you can read it at your house, you can read it on the beach or wherever, or you can read it, you know, looking for very straightforward advice about how to negotiate a contract and how to protect yourself.
Joe: I think it gets confusing with people who don’t understand the law and don’t understand when they might need an attorney and when they don’t. What would you say if you had to put down the bullet points of what your firm does? What do you specialize in? So if somebody said, hey, they hear this and then they eventually see this YouTube video, they say that’s one of those is exactly what I need. And they reach out to your firm. So it’d be nice if we knew exactly what you could help a CEO with or someone who is working for a company at a high level, at sea level position, any of that.
Jotham: So the first thing I have to do is be technical here and say that in California, you can’t say you specialize in something, you have to say focus on it. That’s some ethical obligation. So I don’t want to mess it up for anybody who’s from California listening to this. So what we focus on, I guess, is I’ve got I’ve got to turn that question around on you just to say that sorry about that,
Joe: That’s perfect.
Jotham: You know, every every state has their own bloody rules. And so I pay attention to them 100 percent. And so I want to make sure it’s focused. So what we do is what if you want one word is we help individual, whether they’re the whoever they are, to protect themselves in the employment and personal relationships. So it could be a relationship with your boss, could be a relationship with your company, could be a relationship with your investors. That’s typically what we do. So and we represent actually in their individual world, we even represent investors, professional investors like private equity partners, a private equity companies. Those are the venture capital or venture capitalists. We represent venture capitalists typically in their own deals. So when they’re protecting themselves, when they’re doing deals with other venture capitalists, for example, so with a CEO, for example, we would give us their contracts and they say, well, we should should we sign this? And I said, well, are you protected? Are you protected in your severance? Do you have a profession, what we call a professional prenuptial agreement, which is nothing more than a severance agreement negotiated on day one. So for the executive, that may be, you know, severance and equity protection may be protection for COBRA payments down the road for an individual like an engineer just starting out if they have any leverage at all. And honestly, many don’t. But if they do a one line sentence, if you fire me without cause you’ve asked me six months of stock and and you pay me three months of pay, for example. And so that’s what we do. Those kinds of contracts can be not just employment like you’re thinking about, but they could be equity contracts.
Jotham: So how not to for an entrepreneur, how not to get screwed by your own investors for yourself. It’s your own company. Let’s say let’s just say you taken capital invested. You have an investor, right? So they invest in your company. Suddenly they have 20 percent of the company, suddenly have 30 percent of your company. How do you, Joe, as a CEO, protect yourself vis a vis those investors? Now, like I said, sometimes those investors, the professional investors come to us because they want to be protected against their own investors when they do a deal. So with their own investors. So what they are doing is becoming limited. They’re becoming general partners or having some sort of arrangement. So we review contracts and give straightforward advice about how to protect yourself and honestly what the risks are if you don’t, because people and businesses take risks all the time. You as a CEO have to be taking risks in your business. So you need to be fully informed about that. And so that’s what we do on the individual level. We do represent companies as well. And we are some of our CEO clients have have us, for example, representing their company because they thought we did a good job for them individually. So we do a lot of that also on the separation side, too, and I’ve described the employment side, protecting, protecting the CEO, like your question was on the front end. But the back end is we helped negotiate separation agreements all the time so that somebody has sort of a smooth landing and can then professional reincarnate themselves.
Joe: So I used to share office space with a what are called a placement agency. They were finding jobs for people
Joe: And some of these jobs would be at a high level and
Joe: Really look fairly large salaries if the negotiation of that employment is is carried through the placement agency with the people at the company that are hiring and all of that stuff gets done. How can someone fit in, someone like you or your firm in the middle of that negotiation and make sure before anything gets signed and they get employed that they’ve been taking care of?
Joe: Kind of tricky, right? It’s it’s.
Jotham: It’s very tricky because the employment agency is working for the company and the employment agency typically gets paid only when the person is place, so the employment agency has a very that’s not always true. Some employment agencies get paid straight salary or commission or something. That’s not per person. They’re just given a job or a project. But often they only they only succeed if they place the person. All right. So if you’re talking on a lower level of employee going into the company, they often don’t want to take the risk of going to get a lawyer because I could create a real problem, frankly, in getting their job. If you’re talking about a senior executive being placed by an agency that is there, the really best placement agencies that really care about their clients that they’re placing, even though they represent the company, will say go get a lawyer, but almost all of them do not even at the highest level. So it’s incumbent on the on the on the executive, whoever they are, or entrepreneur. But in this case, employment agency is going to be executive to go and to say get get their lawyer. So once they get a lawyer involved, then the employment agency sort of out on the outside and some liaison between the executive and the company and using us often as shadow counsel. So we don’t even appear until the end to work on the contract. But, you know, if you’re going into if you’re a senior senior level person, you want to know what your downside risks are, what your recommendations are from from somebody who’s seen it hundreds and hundreds of times, maybe a thousand times before. So.
Joe: For someone who’s listening to this, that is at that level that hasn’t thought about that, step back for a moment. Take what you’ve been offered. Find someone like your law firm and say, I need you to review this contract to make sure it’s in my best interests so that once I sign, I’m being taken care of all in there. And I have some sort of exit strategy that makes sense. That’s fair on the way out.
Jotham: Absolutely, 100 percent, I couldn’t have said it better myself,
Joe: I’m learning already.
Jotham: Yeah, it’s great you’re learning and it’s just to maximize the return, the person
Jotham: That’s listening to the podcast. So they want to maximize their return. Why in the world would they sign a contract without being fully informed? And the only way to be fully informed is to come to someone like myself who’s done it hundreds of times. I can tell you we’ve had the most shrewd executives, some that have been so successful in their lives, and they come to us after they get screwed and they say, well, what happened? And I say, well, if you talk with me before you sign the contract, either you wouldn’t have negotiated this and you would have protected yourself or you would have said, you know, Jotham, thank you very much for that great advice. I’m going to take the risk. I hope I don’t call you to tell me to tell me meaning, Jotham,
Jotham: The person
Joe: Right, I told,
Jotham: That you told me so.
Joe: Right, exactly. Let’s take me, for example, as a CEO of a company and like I had mentioned, I have I have had three or four companies up till now. Do you if what I ever come to you and say, I need help protecting my personal assets, I need some way for you to look at my business and look at my personal assets to make sure that as as an LLC, which I am an LLC with an escort on the tax side in my protecting myself, is that another thing that you would help someone do or that’s just different? That’s a different.
Jotham: That’s actually a complicated question, so I certainly read the operating agreement because many, many people start it depends on how you’re asking the question of it’s called context dependent. If you’re asking me how can I set up a corporate formation that I’ll best protect myself with trusts and estates, I’m not the person to do trust estates. Right. We send that out to lawyers we know all the time. That’s a special area if you want to set up. Like I said, I trust the estate and lawyers in the legal world. They call that trust the state’s law. If you come to me and say, how best can I protect myself in the corporate world by setting up an LLC, we certainly could set up an LLC have done that. We also work with other firms or give advice all the time to our entrepreneurial clients. I mean, I’m like a secretary or just just have been secretaries of companies before for our clients. But we might work with with another law firm if, for example, they had doing a sophisticated security transaction by selling stock or something. But so we could we give advice on that. And at some point we’ll stop and say, no, you need somebody else.
Jotham: If you’re if you’re talking about how you Joe, who has an LLC, can protect yourself vis a vis other investors or vis a vis partners, you might have strategic strategic partners or even vendors or contractors. Yes, we do that all the time. Then you would come to me. So basically we have client exactly like you’re describing somebody who just starts a business. There’s a bit of serial entrepreneur and they get most of their advice from us and we say, no, we’re not giving you advice. For example, tax law. I never give advice on tax write. I know the lawyers who give the advice, but and I recommend our clients that to that. But I have I have clients who want me to give them advice on tax law. And I’m like, absolutely not. Let me let me let me tell you where to go. And, you know, most most people who are in business and and are will say, OK, well, my lawyer’s telling me he’s not the right person. We find them the right person. That’s just an example. So your question sort of involved a number of possibilities. And
Jotham: Without knowing the facts, I can’t really answer 100 percent, but.
Joe: Yeah, and I’m just trying to drive to the fact that if I was listening, like I listen to a podcast of the chat and things will pop out during an episode where I’ll say, oh, that is something I’ve been thinking about or something I to get an answer for. So I’m trying to make sure that everyone knows who’s listening to this and eventually will watch it, know the things that you can do for them in case something pops up. I’m trying to ask the questions that if I was listening to this, I wonder if he can do this for me. It’s that kind of thing. I’m just trying to make sure that if there’s something you can do, I want people to know you can do it for them.
Jotham: Oh, yeah, I mean, you want to start a business, we knew that you want to get investment, we protect you, you want to do employment, work on any level, we could help you protect yourself. You got a strange sort of possibility for your next job, for your next business deal. You come to us, we give you straightforward advice, and that’s really the key. And we give great business advice as well as great legal advice. And you’ll see if when you read the book, “Even CEOs Get Fired” half of our work. Is that so? In other words, since we’ve seen so many different possibilities, people in the gym don’t not going to see that the hair on my head on your YouTube channel. But but I’ve seen all these all so many different possibilities that go right in that go wrong. And sometimes they go right. The person’s thirty third business, they say, oh, business one, that business do they reincarnate and they and they maximize their returns and they make it on the third go. But we have lots of people sitting there doing that on the bikes or in the gym and maybe on the rowing machine.
Jotham: A row or so do rowing machines, you know, just because it’s they’ve succeeded twice before and they’re going to their third job doesn’t mean that they don’t have tremendous pitfalls in their deal, whether it’s their equity deal or whether it’s their employment deal, whatever the deal is, whether it’s a deal to to have your perks, for example, cars, for example, to drive around, it doesn’t mean that because you’ve been OK the first two times, there isn’t some gigantic problem that might rear its ugly head the third time around. So if you’re going in as an entrepreneur to a company or starting a company or as your executive or anybody with leverage in employment, it’s always a question. Do you spend money on a lawyer? But if you want to protect yourself or want to see what your downside risks are, want to be fully informed. I want to have either the opportunity to maximise your personal returns, whatever they are, or know that you’re taking risks in that attempt to maximize them. You would come to me or my law firm or or a lawyer who does similar type work wherever that person lives.
Joe: Great. OK, so to lighten things up a little bit,
Jotham: Ok, it’s.
Joe: So I thought about this when I heard you talk about there’s fifty nine fictional stories there, actually there are real circumstances, but you’ve you’ve obviously protected the people by not naming names and naming companies or whatever. Right. So is that what you mean by those fifty nine. These are actual things that occurred, but you just created them to not name companies or names or anything specific.
Jotham: More like they’re not they’re not individual to any individual story, I’ve had it just happen so many times over and over again. And so it’s like, OK, I get something that happens. An entrepreneur walks in and I’m like, OK, this is like 16 other times it’s happened. It’s new to the entrepreneur, but to me it’s happened a lot of times before. So that’s what I mean by it’s fictional, but it’s based on my experience. So I literally wrote them at a Peet’s Coffee. Right. And so, I mean, let me take one, for example.
Joe: I was going to ask I said I was going to put you on the spot, say I love story, so I need you to tell us why.
Jotham: Ok, so there’s one in my book, I actually spoke just briefly about it with David Meltzer. It’s one I like. OK, here’s a perfect example. There’s a very successful woman as a number two at the company. Essentially, she is also a biathlete. So I like athletics. I never did biathlon, but it’s people who do cross-country skiing and shoot at targets. Right. OK, she’s very successful. She has a doctor. She is a doctor. But like some doctors that you never think about, they go into business. Right? All these biopharma companies, a lot of these are ends. They never actually practiced. But I got clients who I have clients who are MDs at practice and those that never practice. They get their degree and they go right into business. So this this character goes into business. And her CEO, she’s doing really well after four years of this company and her CEO gets changed out the prior CEOs to lead. This happens all the time. New CEO comes in and this character is as good, as honest as the day is long. And the new CEO wants a yes person.
Jotham: So, you know, yes man, a yes woman. And she is not a woman at all. And so he decides he’s going to push her out. OK, this happens all the time. So he makes her life miserable. But being a biathlete who’s well trained, she’s she’s able to stays there and continues to work like we see so many of our executives and entrepreneurs, they think because they work harder and they do a better job, that the board and the CEO are going to somehow like them more. And that’s not the way it works. If somebody who wants a yes person wants to get rid of you so or in a different world, very similar corollary genre. A new CEO comes in, wants to bring in their old team. They’re going to fire people below them. And the literature is actually you should do it within 60 or 90 days. So it doesn’t matter how good those people are. Anyway, she’s a straight shooter. That’s what I say in the story, right? She’s a straight shooter at two hundred yard
Jotham: Shooting a rifle and she’s a straight shooter. The CEO and the CEO finally can’t take it anymore. And he fires her. He gets the board to approve the board votes. Five, nothing to fire after nine months. Maybe it’s maybe I don’t even my story. Right. Maybe it’s ten months. Maybe it’s seven months. But it’s something like that.
Jotham: This happens all the time. I’ve never had a biathlete as a client. I’ve always admired biathletes when I watch them on TV. I did spend time in Lake Placid while I was doing Lugt, a different sport
Joe: Oh, nice.
Jotham: So I could talk about that anyway. So what’s the story? So this thing’s all made up, but what happens after she’s now out? She gets a severance agreement, she leaves, she’s at the firing range, practicing at two hundred yards and she gets a text. Who’s getting a text from she’s getting a text from the investor of that company who sat on the board who voted to fire her was five nothing, remember? OK, the investor says, as so often happens in Silicon Valley entrepreneurial world, the investor says essentially this is all by text now. So I’m paraphrasing my own writing. So now north of our paraphrasing what I wrote and the investor says, well, why don’t you look at two of my other portfolio companies? And she text back the character, text back to the investor and says, well, I don’t understand. I got a great severance agreement. You fired me. Vote was five nothing. Why are you contacting me? And he says, well, it didn’t work out so well at the other company, but one of my portfolio companies here might be a better fit. OK, that’s a story that’s happened multiple times in Silicon Valley, multiple times in the entrepreneurial world. I have no, that’s what I mean. I created them. That’s a genre of a story. So I could have a client come in today after our podcast, they could tell me a similar story and I’d say, don’t burn the bridges with those people sitting on the board that you all those board members almost always invest in startup, not always, but almost always back the CEO until the day they fire the CEO. But you’ve just been fired. You’re the EVP or the SVP or the VP, whoever you are, that board member sitting there who’s a shrewd investor, the only thing they care about really is all of their other portfolio companies they’re taking care of. Right. And so they may call you to offer you a job. So you don’t know that. So what in this story comes in in a part of the book, which I guess I should show again,
Jotham: “Even CEOs Get Fired”. There’s a chapter on professional reincarnation. So and this happens all the time to somebody just like this character gets fired. And so they reincarnate themselves in the next job. That’s a very, very, very common circumstance. I often have clients. It’s a terrible separation. They’re having like this particular executive I described in my story, nine months of being beaten. I mean, it’s a miserable place to work. But a lot of these a lot of these people soldier on. They’ve always been they think that they work harder. It’s going to get better and often it doesn’t. And but I often tell people six months later, you’re going to call me and tell me it’s the best thing that ever happened to you got fired.
Jotham: Many of them, if they have protection, you know, they. They call me six months later, they say, hey, it’s the best thing that ever happened to me, I got fired to have a better job. I have a better life at home. Whatever it is, I’m doing sports more often. I’m getting paid more. I get better equity, whatever.
Joe: Right, so there was two takeaways from that story for me. One was that potentially that smart woman had you look at their contract. And so when they did finally get removed from the CEO position, they walked away with a nice severance package. It didn’t have to fight to get anything. And the second thing that you mentioned was that they left in good terms, at least with the board, which showed that they could then potentially get more opportunities down the road by not having this giant blow off at the end of it.
Jotham: So the I should say with what you just said, the second one is absolutely true and there’s a part in my story where I talk about burning bridges and you should and I say, listen, sometimes it’s the best thing personally, mentally to burn the bridge, to strike back. OK,
Jotham: I got that. But I what I talk about in the book and what I try to tell all my clients and the people on the podcast that are listening to everything in business coldly and calculatingly, if you’re going to lose your crap in somebody and you’re going to start yelling at them because they fire you and you’re never going to talk to them again, that’s fine. And but what I say is do it coldly and calculatingly, at least understand what you’re doing. So in this in this case, and what I often talk about in the book is the character did not burn their bridges. It’s true. They left the first part of your what you took away was that they had come to us for a employment agreement. Actually, in this case, two things. One is they got a great separation agreement even with the person who didn’t like them and forced them out. They got a good separation agreement. So they negotiated that on the back end. And the other thing I should say is, as I say in the book, I am not into stories. It’s modeled after the advice I would give. But I’m not in the story because the story is totally fictional. But it’s as important to get a good separation agreement and be professional on the back end as it is to get an employment agreement on the front end.
Joe: So this has been bothering me, like, why did you stop? Fifty nine and I go to sixth. Why did you go past fifty five to fifty nine?
Jotham: The truthful answer is I didn’t count them up until the end, so I didn’t know how many I wrote,
Jotham: But there is there is a story there’s two stories in my acknowledgments, one with a colleague who’s worked with my law firm a long time. I thank her for reading many versions of the book. And I tell a story there. And once for the four people I dedicated the book to, I tell the last story in the book and that actually involves for four Long Island guy going to the beach, Jones Beach. And so it could be 60 one by.
Joe: Perfect. OK, I just it was something that I wanted to ask,
Joe: So just so with the way the world has changed it actually let me let me back up in the dotcom era. Right. But like when everything was all about equity, how
Joe: Much has that changed now? Because I remember when that was going on, like, I literally this is going to be funny. You’re going to. But when I was working for a software company before I opened my first company and I was working in New York, we were actually teaching corporations how to use a Web browser. I was literally at the beginning of the Internet. So I remember just companies starting and going come in and work with us. The pay is going to be low to nothing, but we’re going to give you equity in the company. And it was just all over the place. Every company was giving shares away. Right. That’s the that was that whole era of the dotcom portion of the world. How has that changed now?
Jotham: It’s exactly back to the way it was
Jotham: And absolutely there are hundreds of thousands, tens of thousands, hundreds of thousands of people running around in Silicon Valley and elsewhere. Remember, I’ve license a license to practice multiple states. So we have clients all over the country. They want equity. It’s all about an equity play. Now, having said that, there are many, many companies who don’t really give equity to anybody but their senior officers. And there’s many places in our country, in America, where you only get a salary. And there are many, many kinds of many salespeople who care about equity, but mostly what they want is commissions. And, for example, an uncapped commission plan would be there, their their golden golden goose. They don’t want to have equity. But if you’re talking about the old dotcom days, because I was there then, too. And now if there are many people whose deals is all about an equity play, they get less pay than they could on the market for whatever they’re doing. They take the risks and and often, especially for those starting out, coming out of college, they may go to two or three startups which will fail. And then the fourth or fifth one is the one that gives them, you know, a tremendous upside so they can go buy their next their house or whether the house, multiple houses, whatever it is. So it’s really the same as it was when you were doing that in the dotcom era.
Joe: Was was there a lull at one point after the dotcom where everyone felt so burned about equity and all of that, that for a while it wasn’t even on the table or.
Jotham: I think there was a guy there was like it never went away for everybody, but yes, there was definitely a period of time when I remember the stock market was in, that was way down and there weren’t so many IPOs and people wanted that was all about salary even before the start ups or upside bonus upsides. If you did a good job after a year, even though you got a lower salary. And so it did it did desire for equity and equity plays slackened? I would absolutely say that there was like a trough like this, but now it’s back to the way it was in my view. And it’s that way not just for the entry level person coming out of college, wants to get some equity in the company and not just for the mid-level individual who’s moving from one company to another, but also all the way up to the CEOs who want more equity and and give up salary or bonuses. Now, at the largest companies that you hear about the fortune, one hundred companies, those executives are getting equity and very high. So and bonuses and what’s called long term incentive plans. So it depends on where you’re what you’re talking about, what company context you’re talking about, what region of the country. But in terms of the startups of the world, the smaller companies in the world, the equity play for everybody from from the person who takes out the garbage all the way to the CEO, it’s it’s it’s the way it was.
Joe: That’s incredible, and you would see a lot of that where you are in Palo Alto, where you’re know Silicon Valley right here.
Jotham: All the time,
Jotham: And when
Jotham: Think all the time and when you talk about that, if you’re getting stock in a company and it means a lot to you, you better figure out or you should figure out how to protect yourself with that stock. So, for example, many times companies give out shares over four years, let’s say, or five years, they vest over time. And in the first year they have what’s called a cliff. So you got no stock, you don’t get any stock, you know, right. To stock until the end of a year. What happens if you’re fired at 11 months and 30 days just before the year the contract says you get nothing. So do you want to protect yourself against that possibility? Because that happens a lot. Right.
Joe: That’s crazy. Wow. All right, so I grew up in a large Italian family that owned a restaurant business
Joe: And I literally I partnerships for me make me cringe. Just just the word makes me cringe.
Joe: And and I saw my own internal family fight and I saw my my father, who has since passed by his brother, is still living. But I saw that literally just separate and not talk to each other for years and the rest of the family hating each other. So that’s just the lead in to the question of partnerships. Is there a part in the book? Again, the book is “Even CEOs Get Fired”. Is there a part in that book that talks about partnerships and talks about what to look for, red flags, things that that seem to always go wrong in partnerships, any of that sort of advice?
Jotham: So there is a little bit, but it does not heavily focused on partnerships because but but the teachings in the book on how to protect yourself, maximize your returns, put everything in a clear contract. That’s very clear. There’s two sort of parts of the Italian family having the restaurant business and then a fight among family members. OK, and and that is discussed in the book in a different way, which is, you know, make sure, you know, you’re going into business with. But part of the problem is I can’t protect you from a fight among man family members who are fighting for many other reasons and historical reasons. Right. I mean, they just weren’t family members in the business. They had had a family history. Right. They grew up together. They had uncles and aunts and grandparents. And so that’s that’s a personal sort of a personal concern. Those people that’s that that a lawyer can help you with, although we turn out being a psychologist all the time. So we might have been able to help. For example, somebody comes to us and this happens all the time to partners in fighting and we say, well, why are you fighting? You know, maybe it’s better you break up. And before you have a fight about this, do you really want to sue each other? Because you wouldn’t believe some of the lawsuits that are fought between family members of former friends. It’s terrible.
Joe: Well, yeah, and I was going to say this was a push out, my father got pushed out, so this was a thing where he worked there all the help build this business his entire life. And in the end, this could happen and he got pushed out.
Jotham: So the worst part of those kinds of push ups that happens, and I’ll tell you another one of my stories that repeats itself all the time, the worst problem of those stories that I hear about you’re telling me about is the personal the personal suffering. Right, with getting getting kicked out of your own family business, getting stabbed in the back by your own brother or uncle. That worst part of that isn’t the financial loss, although that can be terrible. The worst part is the personal loss and the personal relationships that are lost and the suffering that happens on a personal level, that sometimes people need psychologists for that to help them there rather than a lawyer. The second part of that is the financial potential loss that we could have helped to protect himself. Because if you have a contract and we’ve had some of these where nobody can fire the other person, contractually, you can’t fire them. So they have to do a deal. Or in a typical family situation, somebody passes, you have a buy sell agreement. But imagine having a contract that we’ve had these with really sophisticated investors. So imagine like your manager, whoever pushed out your dad, not having the legal right to do that contract says the business is 50 50. And one or even the contract could say uncle gets 70 percent of the business. I get 30 percent of the business. But you can’t fire me and you’ve got to keep paying me or well, if you fire me, at least you got to you’ve got to continue to pay me my exact same salary with a cola cost of living increase. You know, there are ways to help to make sure that it’s negotiated out as opposed to a coup. Now, the story. You want to hear this story from the book.
Jotham: All right there. The repetitive story that happens a lot. And again, the worst is just like your dad. The worst is the personal cost is the person who gets the entrepreneur who gets stabbed in the back and is forced out of their own business. The palace coup, the leader or not necessarily always the leader, but the person who following along, enjoying in that palace coup is a person who stood up at their wedding. And the wrongdoer is the person who stood up in the wedding. And so when the client comes to me with the story and it’s happened many times, multiple times over the years, and the worst thing you feel both terrible about is the client here is now telling this story. They made a lifetime of decisions to have the wrongdoer stand up at their wedding and they believe that that person was their loyal friend. And the destruction of that friendship and and the and the new clients recognition that they got it wrong on a personal level, that’s even worse than the the financial costs and the financial cost can be great. Being stabbed in the back by the person who stood up at your wedding stories only happened when money becomes involved. And the startup world, that’s usually when equity suddenly becomes it goes from a penny a share and suddenly it’s worth fifty dollars a share, twenty dollars a share. And by the way, unfortunately, I have to report that the wrongdoer can be a bridesmaid just as much as it can be a groomsman.
Joe: Wow. OK, so here’s the question I have based on the circumstance we just talked about with my father having that business and it goes for any any business. If you start to think something’s going bad, is it too late then to try to figure out a way to protect yourself?
Jotham: Maybe, but the first thing you should do if you get if you get concerned that something is going wrong is not wait around, it’s go find a lawyer who knows what to do and might be able to help you. So this is something I do talk about in the book. If you get a lawyer while the things are going wrong and he or she acts as your shadow counsel, they can often help you, first of all, react in an appropriate way, in a way that protects yourself, maximize your protection while things are going downhill. But for example, in the email wars that might happen where somebody else is trying to paper file and and, you know, something’s wrong, but you don’t know what they’re doing, you can paper that file to protect yourself. And so that’s really important since actually what you just described. I’ve had that on my website. My my professional website, which is not the book’s website, is “Even CEOs Get Fired” dotcom. So
Jotham: If you want to learn
Joe: I was
Joe: Would say that.
Jotham: Yeah. Even see, it’s one word, “Even CEOs Get Fired” dotcom.
Jotham: But even before that, I had a professional website being a Silicon Valley very early on and it talked about exactly what you just described as something you feel something’s going wrong in business, in your job, in a relationship with an investor, whatever it is, call an experienced lawyer, not necessarily the your friend, the lawyer, not necessarily the person who did your your will or your trust, somebody who does entrepreneurial and executive law. And they’ve seen it before. And they can give you really good advice and you can really keep yourself from being really financially harmed if you do that.
Joe: And when something like that happens, like my my brain initially went to, OK, if I felt something was going wrong and I was in a partnership or some sort of partnership, but any circumstance where there are other people involved, because I’m lucky in my case, it’s just. I don’t have to deal with anything. But if I was in that circumstance, do you have to get the other party to sign? Like, if I came to you and said, listen, something’s going wrong, I need to start protecting myself. We need to write up some documents. Are they not official until the other party has seen them or sign the.
Jotham: Now, you’ve asked me a complex question,
Joe: Good. Now, here we go.
Jotham: You could have an oral contract, right? Many
Jotham: People have law contracts. You could have an oral contract evidence by a course of business doing business. So I really have to know more. That’s something the first thing we ever do when somebody comes with a sort of a fact pattern, you just ask me is we want a full chronology of events. So if you come to a lawyer who’s seen a lot of it before, they’ll be able to figure out where you might have protection because you have an oral contract, for example, as one example, because the other side has it doesn’t have anything in writing, even though they’re trying to force you out. But I don’t want to go back, if I can, to your father getting pushed out,
Jotham: If that’s
Jotham: All right. Like,
Jotham: I don’t know what happened. I never heard about it. So you just told me. Tell me now. But it’s likely that your father groused a lot and was worried about it with his own family and didn’t do what I just described, which is go find a lawyer who’s shrewd and maybe unable, able to help him protect himself from the Paluska that that happened. And so it happens even in a small family business, you know, and now it’s I’m going to a lawyer. You go to a lawyer and and you and you tell them the fact pattern. If they’re good, they’ll give you advice. And some of the advice might be, don’t tell me I’m have a lawyer. Right. Just go along. You know when to disclose. You have a lawyer is it’s a business decision and you want to maximize your return when you do that. So now that I went back to your father, I might have forgot what you just asked me. So
Jotham: I have a question.
Joe: No, that’s OK, I just I didn’t you you alluded to the fact that it could be an oral contract. I didn’t even know there was such a thing. I thought that in the eyes of the law, everything had to be written and signed. So I don’t know what you mean by an oral agreement.
Jotham: So so OK, because you have listeners, I assume, across the country, I have to say, I’m not giving specific legal advice just so they understand
Jotham: In every jurisdiction is different. And if you happen to live in Alaska or Louisiana, particularly Louisiana, it’s really different. So, you know, if you’re in North Dakota listening to this or you’re in Illinois or wherever you’re listening, you have to go see somebody in your own. And wherever you are, your own fancy word is jurisdiction, state, whatever. But in most places, they’re an oral contract is equally as enforceable as a written contract. If two people come to a meeting of the minds literally about a contract and there’s consideration and it’s oral, depending on what the form of the contract is, you can have an enforceable contract. Now, they’re in every state. There are certain contracts that can’t be formed orally. A classic example in many places is you can’t have a contract for land that’s oral, but in most other places in all contract is enforceable. Is a written contract actually now a written contract is easier to sort of prove in some ways because you have it in writing. And if you ever have to go to a judge or a jury, you put that thing up on the screen and it says, look, you signed it and there it is.
Jotham: But it’s equally enforceable, dependent, you know, there are always limitations on oral contracts that every state might be a little different, but absolutely. And so then there are other fancy things in the law, oral contract evidence by writing. So, you know, if you can prove it, you have an oral contract and you sent an email and that’s your writing. So that might be a little different. An oral contract evidenced by a course of dealing. We always did this for the last 10 years. So that shows that we had an oral contract to always do this in the future. That’s a possibility, too. So now I recommend in the in my book, even the CEOs get fired. You sign clear written agreements because that reduces your chances of getting into a fight. Right. If it’s in writing and it’s clear, even if the other side’s a wrongdoer, you know, it’s clear they’re realize they’re going to try to work around the clear language and and or what happens off to the business. If you have a really clear contract and they don’t want you, they buy you out. The classic example being a separation agreement, they fire you, but they give you a good, good exit package.
Joe: So I had no idea so that it’s a huge light bulb went off that I thought if it wasn’t written and it wasn’t signed, if both parties didn’t sign it. Both attorneys didn’t review it. It doesn’t if it’s not done in writing and signed, it doesn’t exist. So this is.
Jotham: If you’ve had a meeting of the minds so so typically the kind of contract you’re talking about in writing where it goes back and forth, back and forth to the lawyers and everybody, there is no meeting of the minds until the contract is signed. But, you know, now you’re going to think about this. Well, have I ever had an oral contract with somebody else who might have something against me? So but yeah, sure, it could happen. So perfect. I’ll give you an example. In your business, you’re a CEO of your own companies. Imagine you. I don’t know you. You met a successful person and you said, hey, I’ll give you twenty five percent of my business if if you tell me how to increase my market share, using that as an example by by one hundred and fifty percent in the next two months. And that person then connects you that connect you with, I don’t know, the great guru of market share. And suddenly in a month you’ve you’ve increased your market share by one and a half times. You might owe them 20 percent of your business as an example,
Jotham: Keep you from going out, making those promises.
Jotham: So think of it this way. If you make an oral promise, you promise somebody something and they’re giving you something back. I’m not talking about, you know, a family member or something, although it could be a family member. Lots of crazy disputes that way. But you promise somebody something in business and it’s something to do with your business. And you say, for example, I’ll give you twenty percent of my business if you do X, Y and Z. And the other person says, I agree, if I do it in the next two months, you might have an oral contract depending on what state you’re in and depending on what it is you promised. Again, if you promise to to sell your property, not likely in most states, but
Jotham: If you’re selling your securities 20 percent of your LLC, you might.
Joe: It’s crazy, I literally it’s an eye opener for me. I had no idea. So I’m glad we talked about OK, real quick, because I know I have to let you go. I wanted to ask how covid has has either as it happened with all the things that were going on and what you expect to happen once we reopen up, because, you know, there are these circumstances where people are furloughed. But what does that even mean? Like some of these people are furloughed. They’re not getting paid. They have no insurance. It’s just like, yeah, we might bring you back. I don’t know. Legally, it doesn’t seem to mean anything. What happens with people that are taking home equipment from the companies to use it to work from home? The the security of that data, it’s no longer within the premises of the company, through their secured network. I mean, all of these crazy things that are going to going to open up as time goes on is is are you starting to see some of those effects or work on those types of cases or any of that sort of stuff?
Jotham: Sure, I mean, your question, we could spend another hour
Joe: I know, I know.
Jotham: Because it involved so many different things, right? I.P individuals coming back from furlough and so forth. So just as a general matter, covid obviously a lot of people working at home. And so there all those things that you just talked about are we get calls about both from the individual side and from the company side as well, because the IP sitting at home or on somebody’s computer and not in the location because they’re working at home, all of these things are really critical and they’ve happened since covid shutdown. And now what I think about coming back is some of those businesses wanting everybody back and people don’t want to come back yet. So that’s a big problem. On the other hand, some of the business want to keep people at home. They’re like, OK, it worked really well, let’s keep it at home. They don’t need to be in an office lower overhead. And actually, sometimes they realize there’s more efficiency at work because there aren’t anybody to talk to when you’re at the house. So it goes both ways. And then there are issues about how to come back from covid and what to do. So we’ve literally had calls and given advice on many of the things that you just discussed. And they’re completely different, right? They’re just issues that came up that nobody ever thought about before. I mean, they always thought about what they thought about them, but it didn’t happen. Didn’t happen. Like a whole country got stuck at home. And now there are all these issues. So happy to talk to you, Morna, in another podcast and we’re coming to the end about it. But
Jotham: You just raise like so many issues. And one question.
Joe: Yeah, I know it’s a it’s and I was just and for the listeners, it means intellectual property says I want to make sure they understand what we’re talking about, what we’re talking about that. But, yeah, I’m sure it could be an hour long. Just talking about it real quick for any new laws created because of covid-19 and all of that. Have you dealt with new laws?
Jotham: Oh, yeah, there’s a huge number, I mean, for example, the stimulus package that happened because of new laws, right? So there are other other laws associated with that. There’s been a whole bunch. The legislatures, you know, have done done various things, but there’s been three stimulus packages. That’s just a one example.
Joe: Yeah, yeah, OK, perfect. Can you do me a favor and show the book again, “Even CEOs Get Fired”.
Joe: It’s a.
Jotham: Ceos get fired, you can get it on Amazon, so if you if you type in, “Even CEOs Get Fired”, separate words like you’re targeting in the words of a book, then you can get, you know, come up on Amazon right away. If you type in my name in the book, you know, do a Google search, it’ll come up. The website is “Even CEOs Get Fired” dotcom. But it’s one word. You have to type it all together. There’s no spaces. So, yeah, like I said, I it’s a really breezy read, so I recommend it to you whether you’re at the beach, whether you’re whether you’re in the gym, like doing a bike and you want to, you know, wanted something to read while you’re or something. And one of the other things at the gym or
Jotham: Whether you’re on holiday, it will not bother you at all. Like those 59 stories. If you add the two at the end 60, what I think you really enjoy the read.
Joe: Perfect, Jotham, I really appreciate you coming on. It was a pleasure to meet you. It was a pleasure to talk about this is a subject that I have very little knowledge of. And every time I get to meet someone like you and talk about something this in depth, it makes me feel like a better CEO, even though I probably should know more about this than I do. But I appreciate it very much. I wish you all the success with the book. I really look forward to reading it.
Jotham: Thank you very much. Thanks for having me on your show, Joe.
Joe: You’re welcome. Thank you.