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Comment by jacalata | Hacker News Reader

You might like the section of the article beginning "Some companies are now pushing employees to waive their right to inspect the books as a condition for receiving stock awards, says Richard Grimm, an executive compensation attorney."

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Is this going to be the fate of every worker protection law? Why even bother making it a law, if the company lawyers will simply sneak a waver into the mile-long employment contract, buried between the NDA and the promise that you will help train your H1B visa replacement?

Good protection laws likely have stipulations that they cannot be overridden by other agreements. Some laws don't even hold if such conditions aren't included, such as unreasonable anti-compete clauses. Best to always talk to a lawyer :)

Some countries in continental Europe have amazingly pro-employee legislative environment. I know several people who don't read the fine print of of the work contracts, because they know that any clause that gives disproportionate advantage to the employee without due compensation will be considered predatory, and thrown out in an instant if it goes to the court room.

Is this going to be the fate of every worker protection law?

Isn't this what the "gig" economy is leading us to? Uber is very similar: you aren't an employee, so no Social Security, no workman's comp, none of the hard-fought labor gains of the 20th century.

Much of the stuff you sign when you take a job is unenforceable. But they have you sign it anyway, because you remember signing and think "what's the point in talking to a lawyer?"

If you don't have good alternate options for earning your income, they can always shaft you one way or another.

If you have good alternate options (eg another startup trying to hire you etc), you can demand better conditions.

Thanks for calling that out. I missed that. Its odd, because our company opens the company books to us whenever we'd like (its public on a dashboard). Its the list of shareholders it appears they're keeping private.

this is actually not always ideal. If you have visibility to the company books SEC rules about insider trading apply to you even if you have no advantage by looking at the books. For public companies any employee who can see any financial or revenue information is not allowed to trade stocks outside of 14 day window after the announcement of quarterly report. Not sure what the rules are about this for private companies

For a private company, for the people we're talking about, the answer is generally that they practically can't trade at all, so you're not losing anything by looking at the books.

> For public companies any employee who can see any financial or revenue information is not allowed to trade stocks outside of 14 day window after the announcement of quarterly report.

I assume you're referring to stocks of the company in question (or possibly its competitors as well). For a private company, you can't trade stocks outside company-approved periods anyway, so would this really be an additional restriction in practice?

So educate the employees about those rules. Don't try to force them to waive their rights.

That has odd intersection with the Delaware law in the OP.

You can get access to the books as a shareholder specifically 'For the purpose of valuing my shares", but then if you decide to buy or sell shares based on what you learned (and what other use is there to valuing your shares?), you're insider trading?

There are other reasons to value your shares, other than to buy or sell them. For instance, to pay taxes.

So does DannyBee's link imply that this is not actually possible? I'm confused here.

You could sell one share to a third party in a private transaction. They could then exercise their inspection rights.

If they told you what they saw and you traded based upon this would this not constitute insider trading?

I don't know. But even if it did, you might want this information for non-trading reasons like "how hard should I be looking for a new job?"

See what the SEC has to say about insider trading.[1] You can usually sell to another insider, which in this circumstance would seem to be anyone who has at least one share and thus an equal right to examine the books.

It's selling restricted stock that's the big problem. You can do it, but it's complicated, and there are waiting periods.

[1] https://www.sec.gov/news/speech/speecharchive/1998/spch221.h...

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