Comment by Eric_Gullichsen
19 hours ago
Author here. Thanks for all the comments, I've been hesitant to post this to the court of public opinion, yet curiosity about what the HN community would think caused me to push the button. My lawyers - who were really excellent - represented me (on contingency!) because it seemed the chance of a judge not accepting a motion to dismiss (for a variety of reasons I don't want to detail here) was non-zero. And the process of discovery would be very costly for NVIDIA with depositions from many executives who have better things to do.
What happened to the $1.7 billion of shares that you did get by exercising your options?
This is my question. The post states “I received a call that all options had vested so I need to exercise them, so I did”.
Ok? So the author should have those shares to his name?
Clearly he sold them early, and would have sold these extra ones too if he'd exercised them. It's just weird that he's trying to hide the fact by failing to mention it and ignoring questions about it.
It's OK, dude. We've all been there. You're in good company with Masayoshi Son on this one.
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Hey, Eric! What happened to the island? https://time.com/archive/6735546/hes-the-master-of-his-domai...
Are you back in Sausalito now for good?
For those who might wonder (like I did), this article was published June 6, 1999.
> And the process of discovery would be very costly for NVIDIA with depositions from many executives who have better things to do.
You're almost certainly either misrepresenting or misunderstanding what your attorneys told you.
You would never get to discovery with your complaint. If you sued, NVIDIA would win a motion to dismiss in federal court based on your claim being time-barred.
You have no basis to support decades-long tolling. The possibility that, say, NVIDIA knew what it told you was wrong 30 years ago is not good enough under federal pleading standards to get you to discovery. You would need sufficient evidence to support a claim that NVIDIA intentionally lied, which you obviously don't have otherwise you would have mentioned it in your post.
State court (California) has a few wrinkles but the result ends up being the same.
Basically the legal system is designed to prevent fishing expeditions on decades-old claims. You cannot have possession of an agreement and then run to the courts asking for a billion dollars because you failed for three decades to read it carefully.
If you are past the statute of limitations, the bar is intentionally virtually impossibly high.
As I understand it they thought there was a chance Nvidia would settle, since the lawyers worked on contingency instead of telling him not to waste his time
By this guy's account, his attorneys sent and responded to a number of letters and arranged for a meeting with NVIDIA counsel. So you have to put it in context: this didn't demand a whole lot of time and effort, and they never actually filed a lawsuit.
From the looks of it, this firm primarily works on contingency, so it's not like they were doing anything out of the ordinary. They took a flyer on his "case" on the off chance that some correspondence might lead NVIDIA to throw a few bucks at this guy.
> You would need sufficient evidence to support a claim that NVIDIA intentionally lied, which you obviously don't have otherwise you would have mentioned it in your post.
Would even an intentional lie act to to reset the limitation period here? The hypothetical lie wasn't a deep secret exposed by some whistleblower, it came to light by... reading the vesting agreement. Since AFAIK limitation periods run from "know or ought to have known," I can't see a viable construction to keep the dispute live after 30 years.
Yes, his possession of all the agreements for 30+ is what makes this so difficult.
But here's a hypothetical situation (unrealistic) that could change things. Let's say he came into possession of an internal document showing that someone at NVIDIA knew the grant said one year and chose to state 4 years to him anyway. Now he has an argument for fraud, and in California, the statute of limitations for fraud is 3 years from the date when you discover the fraud.
This type of thing could get him past a motion to dismiss provided that he brings the action within the 3 years after discovering the evidence of fraud. But nothing in the post claims this type of evidence. It just seems like a mistake was made and the guy, not knowing what NVIDIA would become, didn't even bother to check the documents he had at the time.
Cool story for the bar or grandkids.
I don't have the same story but I did turn down a job offer from Nvidia in '97 which I think about from time to time.
As a 14 year old in 1995 I advised family to put the proceeds from the sale of a house into Microsoft stock, which based on a cursory search would have ended up as some absurd number. One online calculator I'm looking at says $204,000 of stock in 1994 would be $41.2 million today after multiple splits and increase in share value. But nobody takes investment advice from 14 year olds who've spent too much time reading USENET and talking to people on IRC.
Even if they'd only put a fraction of it into MSFT and held it until only 2003 or 2004 it would have been far more than enough to retire on comfortably.
Last year, I got an email from a college friend who reminded me that I'd told him to buy MSFT shares in 1986. Neither he nor I did, so I file this in my 'Woulda, Coulda, Shoulda' file, alongside similar stories about Cisco in 1991, Netflix in 2001, and Bitcoin in 2011.
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I remember looking at AMD stock when it was $3.50 to put some money in. Never did because there was a real chance they weren’t going to make it but here we are, shouldn’t have looked at what they’re at now, rough.
When i was 7 in 1997 my parents had a little stock ticker widget on their desktop that showed how much their stock investments were worth. Obviously it was a long time ago but I remember often seeing MSFT going red. I didn't know much about anything at the time but I knew that the windows machine i were playing on was made by Microsoft. So I asked my mom what red means and she said it means the company is not doing well and they will sell it. I remember saying something like "but Microsoft is on every computer at school I think you should buy more"
But no one listens to a 7 year old about investments! (Nor should they in most cases, i think i told her to buy more yahoo too)
I dont know how much they held or how much they sold, or if they even sold at all, just a fun memory triggered by your comment:)
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The same can be said for most tech companies during the dotcom boom.
Hindsight as they say is 2020 and in early 2020 I bought Nvidia shares as I figured a lot people wouldn't have much to do except play games, sold them in 2022 as I thought there won't be many people upgrading their rigs as things got back to normal and there won't be much demand for graphics cards, made money, could have made more, oh well!
I beat you to it by eight years. I was 16 in 1987 when I asked my father to lend me $5K to invest in Microsoft. It was at ~$0.30/share. That would have been around $8.5M today. He said no. To be fair though, he likely said no simply because he didn't have it to lend me.
A friend sold his house in 2005. He was a huge Apple fanboy. With the proceeds that were left after he paid off his mortgage, he splurged on a quadcore Power Mac G5, and a new top of the range PowerBook.
And then put the rest into Apple stock. I told him he was absolutely insane.
He sold about a quarter of it at some point in 2018, but is currently sitting on several million dollars of gain.
as a 13 year old i wanted my mom to take 50 bucks from my summer job to take into btc. BTC was at .06 cent back at the time. Even if i just held it until BTC reached 20$, i wouldnt be working 9-5 right now but rather 9-1.
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I still listen to 14 year old me when it comes to investments, like when in 2016 they whispered “GPUs are going to be hot shit because of this CUDA stuff. And games.” in my middle aged brain.
Gonna listen to my kid when she’s 14, too, as it’s been a strategy that has paid off to date.
I don't understand how your name could not have been carried along on the cap table all these years. In my experience when I've made an investment in an early stage company and they have a liquidity event, they come looking for me.
They treated it as 4 years, not 4 quarters, so nothing was missing in the books.
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You understand expected value right?
I'm not mathemagician, but a tiny fraction of a billion with a b dollars is worth filing.
If nothing else it gives us all an exciting news cycle.
Expected value usually assumes these things happen in isolation, and they don't. They are good at representing the isolated upside, but rarely do they account for the downside.
In this case a 1% chance of $1bn represents an expected value of $10m. If you accept the cost of litigation as $10m (for example), then your expected value is actually zero. And if you think about the outcomes of the 99% of cases, bankruptcy is hugely painful.
One can always play silly games with expected value. If the "value" of a human life is $10m (supposedly a figure used by some governments), you could pose all sorts of expected value scenarios, but when it's your life that all goes out of the window.
> In this case a 1% chance of $1bn represents an expected value of $10m.
This case has a 0% chance of anything because of the statute of limitations and no legitimate claim that would allow for decades-long tolling. He'd file suit, NVIDIA would file a motion to dismiss, the court would probably give him one chance to amend (to make an argument about tolling) and then it would be dismissed with prejudice.
If the full agreement had a prevailing-party attorney fee clause, this guy could end up paying NVIDIA's legal fees.
The straightforward expected value calculation doesn't account for nonlinear utility in a one-off event. Gaining a billion dollars is not a thousand times better than losing a million dollars.
yea my thought exactly. especially if the lawsuit expenses are on contingency, what is there to lose by filing?
Presumably the other sides expenses?
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I empathise. I won’t go into detail here, but 20 years ago I built something that went on to be a major commercial success - after I had been coerced into signing over ownership at the pointy end of a lawyer. For not dissimilar reasons, it’s a lost cause at this point.
For what it’s worth, I just view it as part of the lottery of life. You win some, you lose some, you learn plenty.
Thanks for sharing your story in straightforward detail. Do you believe, in an ethical sense (independent of the legal sense), that you are owed roughly a billion dollars?
It sounds like you were rather negligent as well. You didn't care to have any inkling of memory of the vesting schedule in 1996, or just to double check and "wrap up" the financial details of that agreement after the work was done?
It does seem somewhat suspect to elide mention of what became of the shares that you did own, and that you only re-noticed Nvidia in 2024. Every 14 year old PC nerd/gamer knew that name in 2001. It is quite a feat of negligence to wait that long to dig this up.
You seem like a decent person, and I do believe that you are justly owed something, but I must admit that I find this to be a depressing tale of rich people spinning wheels for naught. A modest inflation-adjusted multiple of the original value of the options seems reasonable.
Before anyone accuses me of shilling or white-knighting for a major corporation, I don't have any broader sympathy for them and I would generally take the side of David over Goliath, which I think some commenters are making this out to be, but it seems more like Mini-Goliath and Mega-Goliath are bikeshedding and David has no stake in the matter.
"You didn't care to have any inkling of memory of the vesting schedule in 1996, or just to double check and "wrap up" the financial details of that agreement after the work was done?"
Give the guy a break. It was a check of 700 bucks for exercising shares in a small (at the time) company that was not even public. Most people would probably not notice the error in the 1 year vs 4 year exercise schedule. Especially because 4 years is the standard, so that seems rather normal to agree to that even though it was an error and differing from the original offer.
> A modest inflation-adjusted multiple of the original value of the options seems reasonable.
But why? The OP (apparently) owns some of Nvidia. It seems reasonable to get that ownership recognised.
The simple reason is that if we allow litigating over ownership based on 30-year-old facts, nothing is ever settled. Maybe your house, with its 30 year mortgage paid off, actually belongs to someone else. Maybe that kid you shoved in 3rd grade comes back 40 years later and asserts their lifelong earnings were reduced by $100m because of the trauma.
The statute of limitations regime exists to provide stability. If you are harmed, you have some amount of time to make a claim.
Doing away with the statute of limitations would result in more injustice, not less.
While not a letter of the law argument, there's a spirit of the law argument here that comes from the ideas like adverse posession and the statute of limitations. The OP didn't use or even worry about the options/shares for 30 some years: the time to speak up and assert ownership was literal decades ago.
If someone has built a house on a remote lot you claim to own, while making property improvements and paying taxes, but you've never visited for 30 years; are you really entitled to swoop in and seize their house now?
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Ethically? Difficult question. I may not be a decent person as you posit, but I do like to think of myself as reasonable. I certainly never expected NVIDIA to say "aw shucks" and write me a billion dollar check. At the last lawyer meeting we proposed to settle for a far smaller number, which both sides agreed was reasonable. A number not picked out of a hat, but based on rather complex nuances such as the likelihood I would have sold etc.etc. derived from much legal thought. And they still made the call to say nope. I think it is perfectly clear from the options contract what the vesting term was. And certainly I erred in not realizing this earlier, before the statute of limitations tolled. Though in 1996 the stock was priced at 5 cents, so not something I paid enough attention to, not having the foresight or perhaps the necessary faith in Jensen's perseverance, intelligence, and luck. Hindsight is cheap.
A good framework would have been this: for the options you received, let's see what you did. Did you trade them 3 years later, resulting in $X amount? Then, let's assume you would have done the same with the missing stock options. I would guess that the amount would be really negligible - in the tens or hundreds of thousands, at most. Ethically, I think this is where I would consider it fair to both parties.
Then, you neglected this for ~30 years. It's fair to say that Nvidia doesn't owe you anything at this point.
Wouldn't be surprised if you weren't the only person with equity in nvidia around that time with similar paperwork errors, were that to be the case if word got around they settled with you, more people would start coming forward for the easy money.
If I were you I would refrain from offering thoughts like this publicly. You don't want to hav any of this used against you.
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Your blog post is making a logical error. You're assuming that you're being owed the right to exercise your options retroactively so you calculate the foregone value of the stock you could have had if you exercised, which is dishonest because they can only deliver expired options to you.
You could still sue Nvidia for compensation, assuming no statue of limitations, but the thing you can be compensated for is a completely different thing. You can still be compensated the value of the option. I.e. the difference between the strike price and the market price 30 years ago. That's the thing you can sue for. You cannot retroactively extend the option because longer duration options have a higher premium so you would be telling Nvidia to pay you more money than they contractually obligated themselves.
He did exercise those options.
Are you a lawyer?
Are you going to ask this question to everyone who writes anything in this discussion?
It's beside the point whether he's a lawyer. He's not your lawyer, that's for sure. The "no medical nor legal advice but otherwise you can advise anything" idea is beyond stupid.
Judge advice on its merit, not by what category it's in.
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It was a great read and I am inspired by your stoic philosophy and it's sort of amazing that I can just talk to you via Hackernews :-D
but aside from that, a question I and many are wondering,
1.) is there a surefire guarantee that the case would be dismissed by court or that there is just a low chance of it being done.
Because if Nvidia knows this, then they are saying so sue us as a way to do just that (deterring you), but if the statute of limitations don't particularly apply though (as some have suggested here), then isn't litigation still a good path?
Also, instead of litigating with your own money, I imagine that there must be a market for cases like these who can litigate for you and win a portion of the money as well without requiring litigation fees from you. (A lot of hackernews comments are about this)
At best: you actually win money. At worst: you don't (but that's where you currently are), so perhaps there's still a reason to try.
IANAL and you have contacted top lawyers, (so please correct me if I am wrong as I usually am.)
2: how do you feel about the whole situation? I imagine not everyone has sort of even the possibility of becoming almost an billionaire. Also, do you believe that there could be other people like you as well where because of some technicality/(statute of limitations), they too didn't get the money/stocks?
3: What are the life lessons that you would like to give to the next generation?
It's still so impressive to me that I can just ask questions to you on hackernews just like that, thanks for taking the time to read it and have a nice day, kind sir!
(1) Not a certainty that it would be dismissed. Just a high enough likelihood that after hundreds of hours or work with my lawyers (who were excellent) and many rounds of letters and meetings with NVIDIA counsel - all very professional - it wasn't worth our time to pursue further. I have other things to do with my brief adventure on this planet. (2) Feel? At this point just sort of amused by it all. (3) Read the contracts. Carefully. In 1996 NVIDIA was 3 years before IPO and nearly bankrupt, and I was busy. Too busy to read the contracts.
Read the contracts. Carefully.
May I use your example if I give a talk at some point trying to impress upon the audience why they should actually read agreements before they sign them?
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> I have other things to do with my brief adventure on this planet.
Thank you for that simple wisdom for today.
Thanks for taking your time to write the comment, I appreciate it and for the life lesson to actually read the contracts, carefully. I imagine that it doesn't become a priority or we are too busy for it until we suddenly aren't (seems like its a lot closer to hygiene/health)
Perhaps we can call it as a form of legal hygiene so as to impart the habit to the next generation. (Please feel free to correct me or tell me if there's a more proper term to what I am referring as, as well but I like the intuition/metaphor of treating it as hygiene.)
Thank you and have a nice day :-D
> At best: you actually win money. At worst: you don't
No, at worst the court orders you to pay for the time spent by lawyers working for the company you sued. This option exists to nudge that calculation “it’s a million to one chance, but it might just work” away from filing lawsuits just for the hell of it.
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Your lawyers told you they were representing you, not because they thought your claim could prevail, but because you might be able to get into discovery, at which point the cost to NVIDIA in time and hassle would force them to settle?
I hope NVIDIA's lawyers are reading this comment and filing a state bar complaint against your attorneys.
Why? Thinking you won't prevail doesn't mean you can't try.
It would be different if they thought their claim had no merit, or were hiding evidence that it was a fraudulent claim. But here, it seems like it's just a slightly long-shot due to the timing. AFAICT there's no problem in pursuing claims like that, either for the client or the attorney.