Talking to a lawyer as others advised may be a good idea, but I recommend talking to the owner first. Once you bring the lawyer in the conversation becomes a competitive zero sum game and that switch is generally irreversible.
The reason I would explore a friendly conversation first (and on agreement bring in a lawyer to write this up and sign) is that the amount you want is pretty small and, as the sole technical expert, you leverage is high. New owners will likely want to ensure technical support post-sale and you might have more weight than you think, even to a point of making or breaking the sale.
Thus the interest of the current owner in keeping you on board may be WAY more important than whatever paper you signed 15 years ago. If you really are the only person who knows how the product works under the hood you might get your 10% from the current owner and a retention agreement from the new owner.
Personally, I would probe gently with the current owner before bringing your own lawyer in. Just my 2c.
Do you think he should consult with a lawyer before approaching the owner? I agree with your statement that bringing in a lawyer at this point is going to sour the entire negotiation. But I also think it might be important for the OP to understand what his options are before coming to the table.
I've been on the other side : someone trying to renegociate a deal with me after having had (bad) legal counseling.
It completely changes the tone of the conversation, no matter what. A lawyer will gives you a list of all the things that could go wrong, and all the bad behavior your partner could have (because that's what he's used to seeing). This will have an impact on what you're going to tell the other person, and could really cripple the quality of the relationship.
I believe talking to a lawyer should be done before signing anything after an oral agreement was found (just as a precaution), or if no agreement can be reached.
Note: obviously my advice only applies if you already know the general best practices of an industry. If you feel like you know absolutely nothing, then ask people around you that had similar deals, people in the industry, etc, and maybe a lawyer, if he's really specialized in the IT business.
Lawyers have a naturally adversarial mindset. It's what they are paid for. The really good ones don't trust anyone; including close family.
In my work, I quickly learned to keep lawyers out of the loop until the last reasonable moment, because they not only injected a lot of cynicism and negativity into the situation; they often would fire off an email that CC'd a C-suite person, instructing me to do things the way they said; thus escalating the thing from the start.
That said, they are absolutely required for these types of things, especially if there are lawyers on the other side of the table.
I think most people think of lawyers as consigliere. Friends. People who will give you good advice.
In reality, they're employed by you to legally protect you to the best of their ability.
This means that (a) they view everything through the lense of "What should we do now, in order to have the best possible chance in court in a year?" (to the exclusion of things which might result in not ending up in court) & (b) they can be ordered to pursue another course of action.
It's your ship, because it's your money. If you take your hand off the wheel, they're going to do their best given their perspective. But if you resolutely decide "Damn the torpedos", then they'll do their best with that too (shy of deciding not to work for you any longer).
Personally, I am not sure. The lawyer can give great advice but will also likely to pressure author into accompanying, not talking to the owner on this or that, implicit assumptions and risks, etc. etc. That's just seems to be the nature of the beast.
Huge diff btwn privately obtaining legal guidance, vs "bringing in the lawyers" which ~everyone agrees is either a formality at signing, or a surefire way to make ~everything adversarial and zero-sum. (and expensive)
I would probe gently with the current owner before bringing your own lawyer in.
Depending on your temperament, I think it makes sense to do a quick consult with a lawyer to get a 15-20 minute consult before approaching the owner.
Assuming OP doesn't have legal expertise, they are essentially trying to debug a problem in a domain they don't understand. Having a domain expert on hand could be a good idea.
I'd just tell the lawyer that you really want to work things out with your partner. The lawyer can certainly tell you how to make the situation adversarial, but they can also tell you how to approach win-win negotiation from a position of strength.
There is a step you seem to be missing - one can in fact talk to a lawyer for advice and NOT immediately bring them into the conversation with the owner. And that is 100% what you should do.
His leverage may not be as high as we assume. There is the possibility the potential buyer is buying the app to shutter it. I have seen that happen -- it's far easier to pay you to go away than it is to compete with you.
Comments
Talking to a lawyer as others advised may be a good idea, but I recommend talking to the owner first. Once you bring the lawyer in the conversation becomes a competitive zero sum game and that switch is generally irreversible.
The reason I would explore a friendly conversation first (and on agreement bring in a lawyer to write this up and sign) is that the amount you want is pretty small and, as the sole technical expert, you leverage is high. New owners will likely want to ensure technical support post-sale and you might have more weight than you think, even to a point of making or breaking the sale.
Thus the interest of the current owner in keeping you on board may be WAY more important than whatever paper you signed 15 years ago. If you really are the only person who knows how the product works under the hood you might get your 10% from the current owner and a retention agreement from the new owner.
Personally, I would probe gently with the current owner before bringing your own lawyer in. Just my 2c.
Do you think he should consult with a lawyer before approaching the owner? I agree with your statement that bringing in a lawyer at this point is going to sour the entire negotiation. But I also think it might be important for the OP to understand what his options are before coming to the table.
I've been on the other side : someone trying to renegociate a deal with me after having had (bad) legal counseling.
It completely changes the tone of the conversation, no matter what. A lawyer will gives you a list of all the things that could go wrong, and all the bad behavior your partner could have (because that's what he's used to seeing). This will have an impact on what you're going to tell the other person, and could really cripple the quality of the relationship.
I believe talking to a lawyer should be done before signing anything after an oral agreement was found (just as a precaution), or if no agreement can be reached.
Note: obviously my advice only applies if you already know the general best practices of an industry. If you feel like you know absolutely nothing, then ask people around you that had similar deals, people in the industry, etc, and maybe a lawyer, if he's really specialized in the IT business.
I completely agree.
Lawyers have a naturally adversarial mindset. It's what they are paid for. The really good ones don't trust anyone; including close family.
In my work, I quickly learned to keep lawyers out of the loop until the last reasonable moment, because they not only injected a lot of cynicism and negativity into the situation; they often would fire off an email that CC'd a C-suite person, instructing me to do things the way they said; thus escalating the thing from the start.
That said, they are absolutely required for these types of things, especially if there are lawyers on the other side of the table.
I think most people think of lawyers as consigliere. Friends. People who will give you good advice.
In reality, they're employed by you to legally protect you to the best of their ability.
This means that (a) they view everything through the lense of "What should we do now, in order to have the best possible chance in court in a year?" (to the exclusion of things which might result in not ending up in court) & (b) they can be ordered to pursue another course of action.
It's your ship, because it's your money. If you take your hand off the wheel, they're going to do their best given their perspective. But if you resolutely decide "Damn the torpedos", then they'll do their best with that too (shy of deciding not to work for you any longer).
Personally, I am not sure. The lawyer can give great advice but will also likely to pressure author into accompanying, not talking to the owner on this or that, implicit assumptions and risks, etc. etc. That's just seems to be the nature of the beast.
Could anyone shed some light on what such a conversation with a lawyer might cost?
Talking to a lawyer before any contentious business conversation is always advised but what is the experience like?
Huge diff btwn privately obtaining legal guidance, vs "bringing in the lawyers" which ~everyone agrees is either a formality at signing, or a surefire way to make ~everything adversarial and zero-sum. (and expensive)
Depending on your temperament, I think it makes sense to do a quick consult with a lawyer to get a 15-20 minute consult before approaching the owner.
Assuming OP doesn't have legal expertise, they are essentially trying to debug a problem in a domain they don't understand. Having a domain expert on hand could be a good idea.
I'd just tell the lawyer that you really want to work things out with your partner. The lawyer can certainly tell you how to make the situation adversarial, but they can also tell you how to approach win-win negotiation from a position of strength.
There is a step you seem to be missing - one can in fact talk to a lawyer for advice and NOT immediately bring them into the conversation with the owner. And that is 100% what you should do.
His leverage may not be as high as we assume. There is the possibility the potential buyer is buying the app to shutter it. I have seen that happen -- it's far easier to pay you to go away than it is to compete with you.