> You have already realised the biggest value of that company; lessons about what to look for in a future co-founder, how to run a company and build a product.
Agree with that, I now know what to look for if I started a new venture. Thanks a lot for sharing your story!
because he has a 2/3 majority, he can lift my rights for preferential subscription, which means I don't get the chance to buy them. He could issue new shares at a really low price and buy them himself.
You’re in a much stronger position than you may feel that you’re in. Sure, your cofounder can dilute you but doing so is bad vibes that will harm team morale (because the team will know that he will screw them when their time comes).
The key to negotiation is being able to walk away. Start signalling that you’re willing to leave the company while holding on to the 49% and voting shares. That’s bad for him.
You could stand firm on 5% + 60k by telling him that’s your final offer, or you could present an alternative, e.g: you want your 30k cash back and you want equity, start at 10% equity but you’ll “give up” each 1% for 15k. If he wants you to walk away with 1% equity then he pays you 15k * 9 for the other 9%. If he’s already expecting to give you 60k, he’ll probably work out 30k + 2% = 60k and start thinking my maybe it’s a good deal, then he can negotiate himself down to whatever percentage he wants you to have. Change 15k with whatever number works for you.
That said, if walking away with the 60k is crucial and he’s a good negotiator then you probably can’t “win” and should just take the 60k + 1%.
Then push up the valuation. Find out how many euros your co-founder is willing to part with (or even borrow!) in order to get that 99% ownership that they want so badly.