I feel like I'm going crazy reading the comments, and I guess, big props to the author for writing this in a way that pulls it off.
The issue here is, IMHO, not "Nvidia owes me stock in an ironclad way and gets away with it because of statue of limitations", but "I accepted an offer from Nvidia but the paperwork between the offer and the options grant differed in a way that both benefits me, and nobody noticed or cared about until now".
The original offer was for 25k shares, vesting over 4 years.
The options paperwork says 25k shares, vesting over 4 _quarters_.
Now, I'm not a lawyer, and certainly not a securities lawyer, but that seems like it could be reasonably chalked down to a clerical error on the options paperwork? "You made a mistake and now I can get a billion dollars more than we agreed to originally" doesn't feel like a great lawsuit!
I think the issue is even simpler. When NVIDIA ended his advisory relationship in 1996, he had 90 days to exercise his vested options. That deadline passed nearly 30 years ago, regardless of whether vesting took one year or four.
He exercised the 15,625 options NVIDIA told him had vested. His claim now is that all 25,000 had actually vested, but NVIDIA’s letter gave him the wrong number. The letter was informing him of NVIDIA’s calculation; it did not change the option agreement. So the question is whether being given that incorrect information in 1996 gives him a claim today, despite both the exercise deadline and the statute of limitations having passed.
Usually, when an ITM option expires, the clearinghouse exercises it. I guess you have to jump through some hoops to claim them if they are offered to you through the company, but the stock is owed.
NVDA has also just announced they are buying back stock for 150b, so they could throw some the author's way, hehe.
I think ESOPs (employee equity ownership plan) options work differently. There is no options house in the picture because you’re dealing with the company directly, with no exchange in between.
If the author didn’t exercise his options, then the company would have redistributed the earmarked equity back into the common pool. This is a board-authorized % of equity put aside for stock awards.
I might stand corrected but I believe there’s a nuance even for public companies. Being awarded options directly (from the company) and not exercising would mean the company does nothing - that is, it keeps the equity. There is no options house or exchange involved hence no external settlement process.
Yes. I noted this below. A lot of times you see a decimal point in the wrong place and the courts don't just say "oh well, I guess it's a billion then!"
The rulings are fact-specific, but clearly both parties here had a mutual understanding that the paper was only meant to reflect.
Not a decimal point, but the courts have shown deference to a comma (or lack there of in the case below) and has resulted in companies paying millions…
I think you could forgive people for thinking so, in a society where people get sent to prison for decades on the subjective read of technicalities (and subsequently released early when advocacy bashes the government's head against its own injustice for long enough; of course, at that point, the judge is retired or dead and the prosecutor has had a long, successful career, so everyone wins! /s).
Same for contracts where the written language is absurd, and the agreement one party claims without the necessary evidence is way more reasonable, and the court finds in favor of the absurd contract.
The main idea is that in legal contracts, the written signed paper is just evidence for what the agreed-upon contract was. The actual contract is the agreement itself - which the paper may not reflect exactly. If the two parties disagree on what is the actual contract, the paper is of course strong evidence for one side or the other, but it's not the final word, other evidence may be brought that contradicts the written contract and that can be held to be more convincing.
In contrast, the smart contract crowd wants the contract code to represent the final word, and if any party didn't notice that the contract code didn't match the understanding they had of the agreement, too bad.
A statute is an act of legislation, and a "statute of limitations" typically prevents courts from dealing with claims arising from matters that happened years ago (subject to some exceptions). The public policy arguments are usually that witness memories decay to the point of obvious unreliability, and that the maxim "equity aids the vigilant not those who sleep on their rights" was already the root of the common law doctrine of laches, but scattered over so much case law that putting the concept on a statutory footing is useful for the courts and all litigants (and especially defendants).
(In criminal law, "justice delayed is justice denied" and clarifications of constitutional or treaty requirements for speedy trials also can be tidied up by the legislature in a statute of limitations).
Statute (legislation) is a superior source of law to contract law, and so there is generally no way to contract to avoid being statute barred if a claim for breach of contract (or specific performance, etc.) is made beyond the statutory deadline.
Typically there are carve outs enacted in a statute of limitations that allow a claim to be brought out-of-time if the defendant has acted in a dishonest way that prevented a claim from being filed in time, for certain classes of litigant, or for certain types of claim. (And in criminal law, for certain offences - serious crimes will tend to have a longer, or no, limit on how long after the crime the prosecution is begun).
A statute of limitations typically does not extinguish defences based on the lapse of too much time; but such defences in some jurisdictions may be contracted away, leaving the statutory limit as the hard deadline.
Yeah, it's a little unclear but I think your interpretation is correct. The key is the paragraph beginning with:
> Imagine my surprise: according to the duly signed option agreement, my options were meant to vest over four quarters, not four years, as both NVIDIA’s CFO and their outside counsel, Cooley, had asserted back in 1996.
On first reading it did give me pause because it's the first time "four years" is mentioned. But on another scan I agree it's cleverly written and never actually claims the agreement was four quarters, only that the paperwork says that.
Still it is a funny story, similar to those "I spent 20 Bitcoins on a pizza" ones, I guess.
They should just offer to settle at a reasonable value as if it had been just the four quarters previously agreed, but a smart decision was made to sit on the shares.
> They should just offer to settle at a reasonable value
Since litigation is costly, the acceptable range for a settlement is centered around the expected outcome of a trial, plus or minus each party's cost of litigation (including opportunity cost).
In this case, "the claim is barred by the statute of limitations" implies that the expected outcome of litigation would be approximately $0. The net range for a settlement is then the 'nuisance value' of a lawsuit including any PR damage for airing the case publicly; that would be orders of magnitude below the $1bn claim.
So basically a lower compensation is too low to justify the costs so it's either all in court or nothing? This design seems heavily biased towards the part with larger resources. Cost of litigation should be proportional to a reasonable settlement.
It was meant to be four quarters, though. This was a clerical error, so why not offer to settle as if the clerk hadn't made a typo? "Yes technically you are owed this ridiculous amount of money, but it was meant to be a fraction so you get nothing unless you sue" seems harsh from Nvidia.
On the other hand this could open precedent in other cases, current and future, so it's an understandable position not to offer to settle preemptively just for a display of good faith.
An open question is what happened to the 15,625 shares that he received when he exercised his options in 1996?
If he had held on to those, they would be worth even more than the additional 9,375 shares he was entitled to -- about $1.7 billion using the same numbers in the post.
My guess is that he probably sold them when they were worth a lot less then they are now, and would have done the same with the additional shares too.
Yeah, that's the problem with this. Should one get the present day value of the shares (a billion), or present day value of the worth at that time (thousands)?
It's a bit the same as people making fun of someone buying a pizza with bitcoin, now worth a hundred thousand. It wasn't at the time, and most likely people would've sold it long before when it started to rise. And the hindsight should then be just as much "if you bought a pizza at the time in USD, why didn't you buy bitcoin instead??".
So to me one should get the latter of the two alternatives. People only come out of the woodwork because it suddenly happened to be worth a lot.
> People only come out of the woodwork because it suddenly happened to be worth a lot.
I used to work in pharma with a chemist whose medicinal chem team had invented 3 different multi-billion-$ prescription drugs.
He told me ... no one gives a shit about your patents unless you start to make money. when that happens, your competitors suddenly remember that they invented your drug before you did.
He spent a considerable amount of time being deposed by lawyers from rival big-pharma companies.
Aye, quite so. I once wiped a drive with a whole bitcoin I mined myself on it.
I'm not that upset because I know for a fact I would have cashed out at the obvious peak of about $30.
The one that does cause the occasional pang of remorse is the million or so dogecoin I gave away, as by the time I realised it was worth anything at all it was worth more than my house
I did the same but with 16 and maybe somewhere around 30 coins in two wallets I thought I backed up. I was angry but at the time I maybe lost $3-6 (probably way less) so I moved on with my life.
Maybe, not sure if I'm referencing something concrete or just some common argument, heh. Anyways, my point is that the opportunity cost is the same whether you held bitcoin worth a pizza or usd worth a pizza at the time.
The pizza Bitcoin story is not about a mere $1 billion.
The guy that sold his Bitcoin for pizza, did multiple transactions (detailed in that forum thread), not one. Somehow this part is lost to history when the story gets told.
He liquidated tens of thousands of Bitcoins.
The tally is a lot closer to ~$4 billion at $82k per coin.
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.
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.
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.
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.
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:)
As I can recall from my memory, my suggestion was also prompted by the marketing hype machine surrounding the retail boxed release of Windows 95 as a hot new thing. And by that point in time it had become quite "common" for middle class households to have a desktop PC which had a CD-ROM drive, sound card, decent "multimedia" capabilities. And people were legitimately eager to upgrade to Windows 95.
It was sufficiently mass market and popular that it was everywhere in Pacific Northwest (Portland to the Canadian border region) television and print media. It was enough of a cultural phenomenon that I remember seeing media coverage of people who lined up outside the retail boxed software store at midnight to purchase it.
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!
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.
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.
> 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.
> 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.
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.
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.
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.
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?
I dont think the land ownership analogy is quite as simple as you're making it out to be, given that the US and many other countries are literally founded on "someone else's land" and the entire Palestine / Israel issue.
The US is not founded on 'someone else's land'. Small portions of the US perhaps, yes, and treaties and courts work through that. Most Indians were hunter/gatherers, and suggesting that because someone roves through massive tracts of land is ownership, is beyond weird.
Seasonal camping sites make sense, more from a 'our land' perspective.
And naturally any signed treaties should be honoured.
You may say "But, they were here first!", yet that's quite false. Native Americans invaded as well, either subsuming or slaughtering existing populations as they did so. Further, Native Americans warred, fought, killed each other, just as Europeans, Middle Easterners, and everyone else on the planet did. After all, human is human is human, and that's (sadly) what humans do.
And if you look at every other country on the planet, the precise same is true. Locals pushed aside as newcomers invaded, whether the UK, Scotland, Russia, Germany, the Middle East, literally every place on the planet.
There is no peoples, no country, no ethic group, which has not over time invaded another.
There is no one alive today, that does not stand on land once called 'home' by another.
You may wonder why I say this, but instead of discussing a land plot inside a Western country taken over by another citizen, you immediately dove into Native American rights and a Middle Eastern conflict for some inexplicable reason.
Under contract law, should the treaties be honored if the other party weren’t capable of full understanding of what they were signing? I agree with you, but I’m curious to hear your thoughts.
This is a complex and nuanced point, but there is complexity and such nuance elsewhere, too. For example, I often see "trillions of dollars of $city land are in dispute!" then citing that a settlement of immense magnitude should result.
Of course, the land in question was effectively open forest/plains, isolated with no cities and almost no one living on or around it. And if it remained as so, by todays standards, would be worth often dollars per acre. Meanwhile, we're attributing dollar amounts to land which only became valuable, because it was developed by some means.
While I am not directly answering your question, I frankly find the 'cut off' period to be quite weird. Everyone on the planet has ancestors which have been displaced, AND have displaced peoples. We're both the conquerors and the conquered. For example, I have Scottish heritage. Where's the payment for the land the English stole from my ancestors? And for the English, where's the payment that the Romans owe, for the land taken from those in the isles 2k years ago? Or the French owe, when they invaded and hung out for a while?
Individuals were displaced, entire groupings of people slaughter or literally decimated.
It goes on and on and on, back through time, all owing all. Yet that is completely ignored, including endless land grabs all over the planet even over the last 2 centuries, but... oh well, significant compensation and land returns are only really given to those in North America.
I believe in fairness. And to me, this seems... off somehow.
> Most Indians were hunter/gatherers, and suggesting that because someone roves through massive tracts of land is ownership, is beyond weird.
It is not "beyond weird." It is a well-defended position in contemporary political theory and it has had many prominent defenders for hundreds of years. For example, in the 1790s, Immanuel Kant wrote:
It can still be asked whether, when neither nature nor chance but just our own will brings us into the neighborhood of a people that holds out no prospect of a civil union with it, we should not be authorized to found colonies, by force if need be, in order to establish a civil union with them and bring these human beings (savages) into a rightful condition (as with the American Indians, the Hottentots and the inhabitants of New Holland); or (which is not much better), to found colonies by fraudulent purchase of their land, and so become owners of their land, making use of our superiority without regard for their first possession. Should we not be authorized to do this, especially since nature itself (which abhors a vacuum) seems to demand it, and great expanses of land in other parts of the world, which are now splendidly populated, would have otherwise remained uninhabited by civilized people or, indeed, would have to remain forever uninhabited, so that the end of creation would have been frustrated? But it is easy to see through this veil of injustice (Jesuitism), which would sanction any means to good ends. Such a way of acquiring land is therefore to be repudiated.
I see no relevance in your quoted text, with respect to what I said in my post. And the premise I cited is indeed beyond weird.
Note that I said seasonal camping sites make sense. And I said treaties make sense. I simply said 'wandering about' doesn't convey ownership, aka 'possession'. To take such a notion to the extreme, imagine a grouping of 4 who rove all around the entirety of Canada and the US through their lifetime. You could easily do this over 20 to 30 years. Should those 4 be attributed possession? As owners of that entire landmass via treaty, or just prevent any use of that land by anyone else?
Absurd. And it is equally absurd that land used for travel between two campsites, basically as a road, should mysteriously convey ownership/possession too.
For example, typically there were winter and summer camp sites in the US. Yet when not doing so, Natives would often 'rove' from one of the other, think 'migration'. Yet I've seen ridiculous assertions that someone basically using the land as a road between two campsites, to conveys ownership. Sheer nonsense.
Your argument in the post up-thread appears to be that because the Native Americans did not cultivate or make use of the land in any Western sense, they have no claim to ownership. The Kant quote attempts to repudiate this by stating that it makes no difference whether we consider the Native Americans' use of the land to be ineffective: their deprivation of it is still an injustice and, when it comes to injustice, the ends cannot justify the means.
I don't find Kant's position at all convincing, mostly because the two parties' understandings of the concept of "ownership" were not mutually intelligible (possession vs usufruction). However, the quote does have relevance to your post.
In civil law countries, you would be. That's why Europe has the reputation for being tangled in bureaucracy. Every possible risk has to be discharged before you can do anything at all.
Physical land is quite different. And if squatting is legal, it makes a kind of tax of ownership and also means that any registry is invalid.
If you are saying the physical house only and not the land that is different yes. Someone who can move the house obviously should still own the house. Trespassing usually doesn't invalidate ownership of all your belongings.
More important is the meta concept of like we write confusing contracts and then execute them and we agree on an end date (all transactions done) and then informally and implicitly we agree that if anything was wrong you only have z years after close date to fix it.
This is kind of thing where big people can do it themselves and other people perhaps need a regulated entity to review their docs ... Like mortgages and what not.
The interesting thing here would be if the IRS decides to have an opinion ...
Yes, you are entitled. This has been a big point of contention in Eastern Europe after the fall of communism. A lot of the property was nationalized, their former owners defected, and then the heirs came back decades later requesting their property back. In some cases where there was a house, there was now a 15-story building.
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.
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.
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.
Knowing whether a lawyer believes a legal theory helps judge the merit of that theory, because civil law conventions are what lawyers (including judges) believe.
It's the internet, anyone can say they're a lawyer. If you take legal advice from an internet stranger because they say they're a lawyer, well i might have a bridge to sell you
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.
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?
I find it weird, not polite, personally. Polite would be to not bother them and just use it anyway without drawing their attention to yourself unnecessarily.
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.)
> 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.
The angle I haven't heard, yet I think would make the most sense, is that you both understood the agreement correctly, at the time.
Somebody did the paperwork wrong, but paperwork isn't the agreement. You agreed what you agreed, thought everything was in order, and then discovered an error in the documents.
At the risk of being reductive, I think that under the common law, contract terms are usually interpreted objectively unless they are ambiguous, in which case you might consider extraneous evidence. Clear language is enforced as written.
> Here in the land of the free, it turns out a company only has to honor its contractual obligations for a little while.
If Nvidia showed you contract paperwork that proved they overpaid you 9,375 shares in 1993, would you agree to pay them back the present value? After all contracts should be enforceable indefinitely right?
You are ultimately responsible for asserting your contractual rights. Your stock options had an expiry and you did not exercise them in time. The letter you received notifying that you had 15,625 vested options was not an award in of itself, it was only a courtesy notifying you that you had vested options to exercise before they expired. Even if due to ambiguous wording it could be argued that 25,000 options had vested at the time instead of 15,625, that was only relevant until the options expired. You needed to assert your rights to the [additional 9,375] vested options before they expired. So, this issue died in 1996.
I had a similar experience although over a shorter time horizon. I was in a dispute with a corporation which prompted me to pore over every word in every previously signed agreement. I discovered, due to an obvious typo in a stock option agreement, more options had vested than had been intended. After some pushback, they eventually relented and awarded me the options.
Given the amount of money involved, it was worth engaging lawyers to see if NVIDIA would pay you some money to save the hassle of dealing with it, but there is and was zero prospect of this ever being awarded in your favor by a court since the options expired.
They exercised 15,625 options of the 25,000. The OP sent $781.25 to NVIDIA. The remaining 9,375 options were not exercised, they expired 90 days after April 16th 1996.
Only in hindsight, 30 years later, has the OP realized that the other 9,375 had vested due to ambiguous wording in the agreement. The article is about the 9,375 that were not exercised.
Yeah. The issue being that at the time both the CFO and their external counsel Cooley told me in writing that 15,625 shares had vested. Those representations were incorrect. And I (quite reasonably) replied on them rather than checking the original documents. Which I did only 30+ years later. In legal terms, the CFO Gani’s 1996 letter is a negligent misrepresentation, a species of fraud under Cal. Civ. Code § 1709-1710.
If he's arguing that he could effectively revoke his past final decision to sell it all at not-billions by demanding withdrawal of hypothetical now-billions from NVIDIA, I wouldn't be sure what system will happily grant him that...
He's saying they didn't actually get exercised as-in stock was never made his. They took the money and didn't issue him the shares, but the statue of limitations is gone on the fraud.
No that’s not what’s being said. Nvidia gave him the wrong total. He paid for that total. He’s saying there’s a world in which he is owed the other 9k shares. He put some lawyers on it and it turns out it won’t be this world.
> And I (quite reasonably) replied on them rather than checking the original documents.
Putting aside the fact that any claims here are almost certainly time barred after 30 years, ostensibly, your attorney explained to you that because you had the grant in your possession, claiming that you reasonably relied on the company's statement about what the grant said would weigh heavily against any misrepresentation or fraud causes of action in a lawsuit.
I'm no expert, but did your lawyers clarify if a statute of limitation start from the date you learned there might be a discrepancy, instead of all those years ago?
While no one's hands might be clean in this, at the end of the day the party with the resources and expertise is equipped differently.
It might not hurt to get some more opinions even if they end up in the same place.
This does not apply because he was in possession of the agreement (grant document) the whole time. You don't get a decades long extension of the statute of limitations because you neglected to check what an agreement in your possession actually said.
I've never been on either side of one of situations, but if the company is doing well, why doesn't the company just take care of the human? These don't really seem like opening-the-flood-gates types of decisions and companies could just choose to do if they wanted to, right?
You don't see the risk that is created when you allow unexercised options get called at a later date, when they're in the money, because the company is 'doing well'?
No, I guess I don't. The companies can choose to do what they want and I think they can make a different decision based on how well they are doing. I don't know. They don't have to, but I don't see why they couldn't.
The shares are worth what their worth. People would have lost their minds and then everyone would have moved on. Is NVIDIA filled with more billion dollar typos? I don't think so, but I wouldn't care if it was.
A few do, I’ve been really lucky to work with a startup that got acquired earlier this year and took really great care of the whole team, even people whose options didn’t vest yet. After reading so many horror stories of acquisitions that was a relief to see the whole leadership and team work together to ensure people are taken care of.
Could you please stop posting unsubstantive comments and flamebait? You've unfortunately been doing it repeatedly. It's not what this site is for, and destroys what it is for.
We don't need you to love capitalism (or billionaires), we just need you to stop posting low-effort flamebait comments like this one (or https://news.ycombinator.com/item?id=49840585). You may not owe capitalism or billionaires better, but you owe this community better if you're participating in it.
> Here in the land of the free, it turns out a company only has to honor its contractual obligations for a little while.
Eceryone everywhere appears to hate statuses of limitations, but they exist for a reason, namely that after some time society needs to move on. It may be disappointing, or even cruel, for the victims, but we can't keep litigating the past forever.
Espescially so in the "land of the free" which is the land of lawyers and lawsuits.
I realize we're talking about a civil case here and not criminal but it's not factually correct to say statutes of limitations always prevent a historical wrong from being addressed. There's a number of jurisdictions which have no statue of limitations on sexual assault cases for example.
It's worth pointing out this reasoning is usually considered self-evident. I've rarely seen anyone doing any kind of deepdive into a practical reason for this.
There are only two broad outcomes, either things stay as they are, or much of the US is returned any remaining descendents of various treaty signatories.
The first is effectively a waste of time, the second a messy descent into hell on all sides.
Certainly messy & certainly hellish for some. For "all sides" though? I guess maybe if we're counting the fact it would paint a large target on the back of any beneficiaries.
In the hypothetical .. the infighting between those who are "tribe" V "not tribe" and proportioning any cash value carve outs alongside custodial issues of the land etc has the potential to be a bunfight - such issue already exist.
Moving away from native title, there are also many "peppercorn leases" bequeathed to various cities about the globe - large parks carved out from once larger farming estates, now fully urbanised and embedded within a sea of million dollar lots and apartments.
Should anyone sue over the park land no longer being a pure park (for example) or for petty reasons of "peppercorn" rent not being paid (ie violation of the terms of the gift to the city), the park would be returned to the rightful descendants .. an army of (say) fourth and fifth generation offspring all at odds for recognition and weighting and a piece of very valuable real estate.
As a parent of young children it rarely makes sense to litigate anything that happened more than 10 minutes ago, so perhaps people extrapolate from there :-) I'd enjoy that deep dive, though.
At least between adults though, such statutes do appear to overwhelmingly protect the holders of power/wealth/etc. from relinquishing said power/wealth/etc. It's hard to see broad societal benefits of statutes that are diametrically opposed to the interests of victims in all common cases.
This doesn't really seem like a valid reason & I suspect is misdirection.
If this were the case, litigating these instances would simply end quickly due to lack of evidence. There would be no cause for such a statute in such cases.
It is a valid reason. I'm involved in a title dispute on land in the Philippines. The most recent ruling from the Supreme Court was made in 1991 on a case originally filed in 1903.
Worse, the ruling required voluntary action from all title holders on an island, which of course was not taken.
At this point, all of the original litigants and judges are dead, and many of the descendants involved in 1991 are dead too. Every generation that passes expands the number of people who have a stake through inheritance.
In this case it's not as simple as a statute of limitations because land ultimately has to be titled, but these are some of the types of issues you run into if you don't have a time limit on things. People die. Papers get lost or destroyed. Organizations disband or get sold.
It's just better not to allow the complexity to overwhelm the legal system.
No, they would not, as one side could keep there evidence, so if after x years the opposite side has Destroit/lost/forgotten there evidence of the transaction you could "prove" something invalid
Your comment strikes me like you never had any lawsuits?
That is, btw, a thing that is already happening.
One example is people leaving the church, the state deleting the evidence after 10 years, and the church asking for it after 11
I don’t understand how that fits the author situation. Society isn’t a party, there is no crime or anything like that. We are talking about contractual terms
You should sell your right to litigate this. There are hundreds of firms that would pay you to take this on. Would involve near zero effort for you and would also check the box of being “about the principle”.
I doubt it for three very big reasons and you're wrong about one big point:
1. Time barring is pretty iron clad. Sucks for the author but consider the alternative where anyone could sue anyone after any period of time.
2. If a court did find in favor of the plaintiff, the court would be more likely to award the 90s cash value of the stock, plus interest, rather than awarding the shares or current market value (damages being how he was actually wronged in the 90s rather than speculating what he might have done with the stock to present)
3. Given 1 and 2, Nvidia is unlikely to make a big settlement, meaning an expensive and risky trial.
Which brings us to hidden reason #4: nobody would pay that much for the rights so it probably isn't worth the author's time. He'd still be the man at the center of the suit: depositions, testimony, cross examination, records subpoenas...
It would create a burden on businesses to keep all records indefinitely (most businesses only keep around 7 years of most records). This has a monetary cost to it that would disadvantage mature businesses against younger ones.
It's not just a burden for the immediate parties. Having the ability to dispute rights and obligation going back indeterminate amounts of time adds risk to the rights and obligations of untold numbers of third-parties; everybody's interests become more interdependent and intertwined the more time has elapsed. One of the important functions of a legal system is to settle rights and obligations. Settled, transparent rights and obligations are also integral to notions of fairness and justice, so it's not a zero sum thing that statutes of limitations sacrifice fairness for cold transactional efficiency.
It's not just about storage. It's about fairness and creating an environment where people can transact in a relatively stable and predictable manner.
It is inherently unfair and destabilizing if people can sit on alleged wrongs, violations of agreements, etc. indefinitely, either intentionally or because they were ignorant or negligent, and then raise those wrongs in the court system any time they choose to.
A statute of limitations basically says "take your rights and obligations seriously and when you have a dispute over them with another party, raise it in a reasonable amount of time or forever hold your peace".
Even in the era of digital records it has a monetary cost; keeping decades of emails, documents, audio and video recordings is not free. I have friends working for software businesses that make many millions per customer just managing and retaining documents.
1. The state generally has more resources to retain evidence than citizens; if the state is allowed to prosecute crimes far in the past, they can target defendants who cannot provide evidence in their defense due to lost records. This asymmetry can be unjust, especially for crimes of lesser impact.
2. Most people draw a line where it seems needlessly cruel to prosecute an old crime; an extreme example, should a middle-aged person with decades of good behavior live in fear of being prosecuted for a relatively small crime committed as a teenager? Conversely, if a person commits a crime as a teenager, shouldn't they have clemency if they stop committing crimes for a long time and become a good citizen? Most people prefer the outcome that people can put smaller mistakes behind them; they may debate where to draw the lines, of course.
There is also the practical matter that after 30 years it is very difficult to prove anything. Witnesses are gone, documents are missing etc. Satute of limitations is more about practicality than anything else.
- If you wait too long to pursue a case, then the reliability of evidence goes down, as people lose older records, memories fail, physical infrastructure is replaced, etc.
- Statutes of limitations diminish the ability of malicious accusers to pursue cases against their targets.
- Statutes of limitations also create a sense of finality to a situation; it prevents people from coming out of the woodwork to unsettle something settled 20 years ago.
- In general, the clock runs from when you first find out about an injury to when you can first take action do something about it. That action isn't necessarily to actually file a lawsuit; there are often many things you can do to pause or reset the clock before filing the lawsuit.
- They also incentivize people to pursue redress sooner rather than later, with the concomitant benefits of doing so.
- If it takes you, say, five years to figure out that you are really mad about being injured by somebody... why were you fine with it for five years? It really undercuts your argument about the seriousness of the injury to delay for so long.
At least in Germany, you can restart the expiration by trying to enforce the claim. So you can’t just wait and avoid getting caught, the other side basically has to forget about you.
> After much soul-searching, deliberation, and gnashing of teeth, my attorneys and I concluded that the statute of limitations was against us. Because of the thirty-odd years that had passed while I “sat on my rights,” it seemed unlikely we’d make it past a motion to dismiss.
Unless the options grant had specific language of an expiry period I would gather there's a very good chance of a large payout. I don't know why you wouldn't go after closure of this if you found yourself in the same scenario. Many legal agreements are simply a percentage of winnings and no payments otherwise. Seems pretty obvious to take that route.
Eric didn’t post the full stock option agreement, only its cover sheet. Given the language of the 1996 termination letter, it’s a good guess that the full agreement specified expiration 90 days after termination.
>Unless the options grant had specific language of an expiry period I would gather there's a very good chance of a large payout
You're intentionally trying to muddle the waters here by arguing along two different axis.
1. the contract granting options has a delivery period (in your words "expiry period")
2. the options themselves have a duration (aka expiry period)
When you are saying "Unless the options grant had specific language of an expiry period" you are only talking about the delivery period of the options. Aka when the options become available. So you are not complaining about late delivery, you're complaining about lack of delivery.
When you are saying "I would gather there's a very good chance of a large payout." you are intentionally confusing (1.) with (2.). The delivered options have a value on the open market and that value was not delivered. Hence there is a contradiction. You're saying "large payout" but the options are only worth a fraction of the shares at the time the issues vested. You do not get to simulate the most optimal future that you would have exercised the options and held them for thirty years, you have to prove that yourself and the best time to prove that was 27 years ago aka within the statue of limitations. Now that 30 years passed, you have to argue that you would have held the options all the way until today and exercised them today, but the grant only covers the option premium at the time of the grant, not the option premium of a 30 year long option. So Nvidia can still give you your options but the options would give you the exact same duration as the options back then and you would get exactly the same premium on them.
Basically you could make Nvidia the offer to settle for the value of the options so that you stay quiet and don't sue them, that's what your lawyers can get out of that contract.
Why would anyone buy that right? Statute of limitations is crystal clear here. The case is going to be dismissed the moment it gets in front of a judge.
> Sometimes, if the problem (like the injury or damage) was not discovered right away, the statute of limitations generally starts counting from the date the problem was discovered or should reasonably have been discovered, whichever comes first.
The problem should reasonably have been discovered when they signed the contract and it wasn’t fulfilled. No new information has come to light in the 30 years since.
I think you may be right but also may be wrong. If that was indeed the case, they wouldn't have to respond to him for a whole year. nVidia knew they screwed up back in 1996, but was 100% uncertain like you are. There is 5-10% chance that a judge would accept this on the basis that this was grossly incompetently misrepresented in 1996 and OP actually has some ground for suing. There is serious financial loss here. If I received 1000 shares from Meta for my work during my full time employee and then keep thinking I had 1000 shares invested for 30 years, but turns out no I do not, that's a big loss!
It’s the other way round. For 30 years he has happily believed that he received 16k shares. Now he learns that he was owed another 7k at the time but neither party in the transaction noticed and he wants them to pay the difference now.
Presumably he kept those 16k shares and is sitting on $2b, so why bother with the hassle. Normal people don’t care about the second billion.
Or he sold them years ago for far less than they are worth now, in which case he could have a claim for the original shares which were worth a few k after interest.
Nvidia's share price at the IPO was $12 and his strike price was $0.05. He's owed the monetary value of those options, basically ($12-$0.05) times number of options and that should be around $100k+. He was never owed shares.
There’s already a relatively liquid market here around legal financing, but they only finance cases that can win. This is not a case that will result in anything but a dismissal.
I am not a lawyer. If you are, then I will consider this response null and void… but if you’re not, just go to your LLM du jour and ask it why this case might have ground. If it is even 1% convincing then imagine what sort of case a real attorney could come up. Then multiply the odds of winning against a billion dollars. A >0.01% chance EV would probably catalyze at least one of these firms.
That’s not how the real world works. Sometimes the chance of winning is actually 0, and sometimes when you pursue something frivolously you actually end up having to pay the other side’s fees. The EV of a lawsuit can easily be less than 0.
Even if they won, Nvidia would only be obligated to deliver a fresh option contract. E.g. they would issue options today with the same strike price difference. The options mentioned in the block post are not worth more than $9000 and even that is generous. Selling those options on the open market probably would have generated $2250 in income.
Let's say those options were worth $0.25 back then, Nvidia would have to issue an option with a strike price of $224.72 at a share price of $225.07 and the same duration to honor the contract. They could also set the issue date and duration to be the IPO day and the strike price the IPO share price, but then the premium difference would have to compensate the gap between the IPO price and the current price and you'd have to pay that premium difference out of pocket to simulate the fact that you kept holding an option, then let it expire and kept paying the premium to buy new options to extend it.
Edit: I didn't read the letter when I wrote this so my numbers are off. He might be owed $100k+ worth of options if the strike price was $0.05 and the share price was $12. I apologize for wrong numbers, but the general concept should stay valid.
It seems to me that if OP had been granted 25k shares instead of 15k, he would have sold 25k shares instead of 15k. So even aside from the statute of limitations, the damages would be something like the value of 10k shares in 1993, perhaps plus 30 years of interest.
Apparently he parted with the 15k shares at some point though, so presumably whatever price those were sold for is what all 25k would have been sold for, had he received them.
When someone dismisses your interpretation it serves to understand it well.
Additionally: A contractual mistake would likely not return specific performance (stock) unless special conditions were met.
For example: a company makes a stock mistake, you observe that at the time it happens, but then do nothing until you see the stock increase in value. Company could assert you _were_ due the stock but the value of that stock is determined by the time-of-breach and they return you $.
Unless you had a substantial claim to voting interest would probably be monetary reward!
I put all received documents, including mega-page bank contracts into chatgpt (etc) to ask questions about the contract.
My bank hates me - I ask the awkward questions.
Like "what disadvantages does this contract hold for me? Once again they unilaterally changed the contract(!) - what has been added and taken away?
Etc.
it is laziness! and what is surprising is it saves a lot of grief if you read it.
people will go to _amazing_ lengths not to read something new or unfamiliar. That feeling of "i must be dumb" is most often the reason people avoid it, and is just the normal part of learning something new.
That has to be one of the most painful “I should have checked the paperwork” stories ever. Imagine discovering 30 years later that your forgotten NVIDIA shares could have been worth a billion dollars.
> Then, in April 1996 - by which time I’d expatriated to the Kingdom of Tonga and was working on various internet startup schemes
Why would an American working in software in the mid 90s expatriate to Tonga, a tiny island nation, population ~100k, virtually no tech industry, with little or no internet back then? (assuming Eric is American).
Maybe a govt IT contract, but it sounds at odds to "working on various internet startup schemes".
(Retract the cheating dig if not applicable. Make it in the first place b/c I’m bummed when folks who make their money thanks to a country’s infra, laws, etc. don’t pay their fair share, at least in those cases when there’s so much you can even give back half and have immense riches.)
For me the fair outcome would be Nvidia paying the 1996 share-price + inflation; not the 2026 share-price. They could neither force him to hold them for 30 years; not prevent him from having bought as many as he wanted. The only error was they slightly underpaid him.
I can also see why these claims age out; else all old companies would have enough uncertainty they would be uninvestable.
They don't own the stock as I understand it but never received options which they should have and would have been able to exercise. I assume they sold the remainder of the options long ago otherwise they have $3b in NVDA already and probably wouldn't have written this post.
And if they sold the others, had they been given the additional shares, they would have very likely sold those too. So even if everything went correctly, nothing of substance would have changed. It only looks that way in a mythical history with perfect hindsight, where the stock was held for 30 years.
Plethora of reasons, but right to title is not as black and white as anyone assumes. There is no govt ledger that keeps track of who owns what, everything is always subject to interpretation. If you own a home, you likely had to purchase title insurance. If you don’t know what that’s for, look it up. It will give you the same answer to this question.
Also seems like it isn’t clear that they ever owned it. There appears to be a mistake in the contract asserting mutually inconsistent clauses, but it appears that both parties agreed on the not-owning interpretation for nearly 30 years, which might already be a far simpler contract resolution (depending on jurisdiction, it can almost immediately binding as soon as both parties accent to that reading) than also having waited out the statute of limitations
> NVIDIA’s CFO wrote me a letter stating that 15,625 shares of my stock options had vested, and that I was required to exercise them. I did, and then forgot all about it.
Read the whole thing again. They aren’t complaining about the 15,625 shares (which they presumably sold a long time ago) but the remaining 25,000–15,625.
"NVIDIA’s CFO wrote me a letter stating that 15,625 shares of my stock options had vested, and that I was required to exercise them. I did, and then forgot all about it."
Normally this is a right to buy at a given price. If he was billed for it, then there is very little chance NVIDIA can weasel they way out ot it. I suspect he never paid for the shares.
When I worked at a startup, I didn't care about my stock option at all. My expectation is really low for any early stage companies. I understand why something like this could happen.
The author would have sold the shares before Nvidia stock skyrocketed even if he had received them. So, the actual loss might not be as large as a billion dollars in reality.
Litigation is expensive, and the OP knows that the statute of limitations is against them, so it'll likely turn out to be an even more expensive lesson.
I found the facts a bit hard to follow, but is his claim that they actually agreed to the accelerated vesting schedule, or that it was a drafting error? In the latter case, it's probably not just the statute of limitations that is blocking his claim in law or equity here.
Yeah but I was thinking more along the lines of mutual mistake or scriviner's error or something. If both the parties agreed to a vesting schedule and then signed a document with a different schedule, that won't necessarily bind them to the written (erroneous) version.
Yes, I have to say, I'm a bit surprised (and disappointed) by how many people in this thread are struggling with their reading comprehension of the story.
It's a fun story, but that's all. There's absolutely no legal case here.
Sure, but it seems like people are struggling to follow the basic facts:
1) The author received communication 30 years ago that he had 15,625 stock options available to exercise;
2) However, according to some paperwork he had, he believes now that he actually had 25,000 stock options vested
The problem is, if we accept this as true (and it sounds like the paperwork had conflicting info about the vesting, and that the part that suggested the 25,000 vested might have been an error, so this part is not at all clear), all it means is that the author owned some additional stock options 30 years ago which he failed to exercise. These options have long since expired and so would be worthless today.
The author is claiming that the communication he received was misrepresentation, but if so the statue of limitations has long since expired.
I think a lot of the commenters are conflating stock options with actual shares themselves (which surprises me given the nature of this place, but regardless). If we were talking about 15,625 vs 25,000 shares then it's a different story since shares don't expire and don't need to be exercised. He would still have a claim to the extra shares--the claim would be that he had owned them this whole time. But options are a different story because of expiration.
What sort of law suit rights can be sold? This is a new concept for me. If I was hit by a Mack truck could I sell my rights to sue. It would seem to be a different type of case or are they both sort of the some. Injured by a truck vs. injured by you not holding up your end of the bargin?
These are always fun little what ifs. In 2012 I sold $50k in Amazon stock to pay off my student loans - a hilariously bad financial decision in retrospect, since the loans had capped interest rates, and that $50k of 2012 amazon stock would be worth over a million today...
I put this firmly in my category of "Bitcoin Millionaires". Well, yes, technically, if you had noticed at the time, and you had sued them and they had lost (which they might not, it seems he knew the paperwork was a mistake) then you would have had 9,375 more shares, and then if you'd kept them you'd have a billion dollars more worth of Nvidia stock.
Here's a question though - you were given 15,625, so are you a billionare? Do you have those shares? Probably not. So what's makes you think that if you'd got those extra 9k shares you would've kept them?
It's the same as the Bitcoin millionaires, yes, you had 50 bitcoin in 2012 you'd be rich now. But the vast majority of those people sold their bitcoin long before it went up (or bought a pizza with it) and a big chunk of those who didn't got Mt Goxed or BitFinxed or FTX'ed, or got hacked, or lost their hard disk with their private keys etc. etc. etc.
Well, better sell them because nvidia will be a victim of their own success. Who is going to write CUDA kernels if you can just ask AI to do it for you? At that point you might as well target different architectures.
If you’ve exercised them, you’ve essentially bought the stock at that price and own it. Most people just sell them right away because they’re more interested in the payment on the difference between option price and current price. But you technically could exercise/buy it and just hold.
Uh the vast majority of people exercise and hold to start the clock on LTCG. Very rare and frankly mostly financially unsophisticated people who immediately sell just to cash out.
It took me a while to figure out what happened, but this is my understanding.
1. OP was granted 25,000 options.
2. OP was told by Nvidia their options had vested and they need to exercise.
3. Nvidia made an error in stating the number of options (although the paperwork had the correct number), so only a portion were exercised.
4. The remaining options expired as they were not exercised.
So the legal argument is that Nvidia’s error in stating the number of options resulted in OP’s loss. However lawyers have told OP the statue of limitation on such a civil suit have passed thus no point in pursuing it.
So is there not a case for suing not for the shares but being told the wrong information at the time? It seems wrong to be mislead by a company who owes you shares in this way.
Options can be worthless I've had two friends whose options were clawed back. Exercise the options asap - harder to steal the stock back than the options.
It seems like both you didn't caring about it during vesting or maybe they did a typo since it seems like you were vested over 4 years normally and the offer is over 4 years?
Anyway if someone did this to me this is pretty much grounds for an irreparable relationship. Though I guess it was worth the attempt for $1b.
If they did not complain when they were sent the letter (of vesting) either they did not care about the stock or was under the same assumption they were that is over 4 years.
Of course, contracts are legally binding, but that's completely different from my perception / evaluation of someone - if the mutual understanding was over 4 years and then 30 years later you find the typo and come back to bite me then yes it is 100% an irreparable relationship.
Yes I would think better of them if they came back to bite if NVIDIA was a penny stock but probably nobody would bite them back if they found out it was worth $100 instead of $1B.
To be clear, the grant is the legally binding document regardless of intent (initial offer + vesting seems to imply 4 years), I would eat the typo if it was 30 years ago and chalk it off as a learned mistake (assuming it wasn't company altering), although I would still think less of them for fleecing.
I don’t know about your jurisdiction but here the intent absolutely matters. If both parties intend something different to what was written then the written contract can be superseded.
There’s also situations like this where mistakes can be ignored.
Otherwise you could have really bad situations where both parties are forced into a stupid contract that doesn’t make sense, or someone is forced to sell their house for £1.000000 rather than £1,000,000.
In general, most founding staff with lucrative contracts, are often pushed out just before an IPO. Doesn't matter if you were friends, worked 60 hour weeks building the company for years, or name is on the company patents.
A bit of cash can turn folks into awful people, and some contracts are just a obfuscated legal con of the naive. =3
I'm just differentiating between the legal correctness and personal opinion/viewpoints on the matter.
Regardless of whether you are legally correct or not isn't really the crux of the issue for me, heck maybe Jensen doesn't even care about a billion given everything's he's minting (who knows though).
I was only talking from personal standing, in your stated cases or if I was in this position (I made some assumptions regarding the case), it would be a breaches of good faith and I would find it hard to trust them in a partnership ever again.
Only my POV, maybe the folks at the B level don't care about this as much since they are starting to fling Ts around. I can see how some people wouldn't really care, i.e. treating them as a freelancer and main objective is getting something done, but on a personal basis probably wouldn't trust them (say on personal matters that are company defining).
I'll just say that I'm aware of instances where founders have used "clerical errors" in an attempt to trick departed employees from properly vesting their options.
I don't have any inside info about this case obviously, but it's clear Nvidia would have ample motive to try to claw back whatever they could as mid 1996 was when they made their pivot after the disaster.
Again, not throwing around accusations here, just saying it may not be as cut and dried as "it was just an oops but everyone forgot about it for 30 years."
Still massively sucks though. Not quite as bad as the guy who bought two pizzas for 10,000 bitcoin but still a situation that would be impossible to ever get over.
You shouldn't just go for the shares but also apply interest on it as well. They could (if my math is right) technically owe you 50-100k shares of then nvidia shares. Which would be a monstrous payday.
The title is missing an ‘n’. It is “Owned a billion dollars in Nvidia stock”. The author owned a billion dollars of Nvidia stock but did not own another, separate, billion dollars of Nvidia stock.
everyone judging the author but 1) i bet everyone in this forum has at least one bunch of stock from some startup that is going nowhere and they couldn't care less 2) very few people would have the Chutzpa to post such a story here, which was an awesome one to learn.
Bought $1000 of MSFT right after IPO. Went up 20% very quickly. Sold it immediately feeling confident I'd done the right thing. Worth $5+ million now I think?
I bought a cup of coffee for ~10.5 Bitcoin back in April 2011.
Where did it come from? Well, I was curious how Bitcoin worked, so I set up a little mining rig and let it run at night on my work computer. So, other than my time, which I think I did on work's time, and the power, which I think I used work's power... I saw it as a free cup of coffee.
Honestly, I was just so happy to find a booth at a convention that actually took Bitcoin that I didn't mind the crappy exchange rate.
But anyway, I don't think regret is a particularly useful thing to hold onto. You can regret things you did, and you can regret things you didn't do. Either way, there's nothing you can do about it. It feels like baggage. Hold on to too much of it and you sink. You have to find a way to rise above it and keep moving forward. If you don't, you'll drown.
I say that as someone who learned this lesson the hard way.
I spent 3+ years in a legal battle with an insurance company and their contractor that ultimately cost me more than $500,000. I was right. Period. I had been wronged. Period. The contractor and insurance company both lied and I had ample documentation of them doing so, and doing shoddy work. What I was asking for was completely reasonable. But who cares? That's not how the courts or the legal system work.
What I learned from the process was that most people just get screwed over when they go up against big companies. And it's not even close. I'd guess something like 75% of people who get into a fight with an insurance company end up losing -- and it's probably higher than that if you factor in the people who simply give up. Eventually, you have to decide whether continuing to fight is worth what it's costing you.
There will always be another "I almost caught the fish!" story to tell. Life is long. Learn from the mistakes, let go of the things you can't change, and do your best to keep moving forward.
Some situations just suck. Best not to think about it them too much.
Author here. I wanted to share this piece of personal and technical history from the early days of 3D graphics. The article covers the meeting on my houseboat with Jensen, Curtis, and Chris in 1993, working on biquadratic texture mapping for the NV1, and how Microsoft’s sudden pivot to triangles in DirectX nearly broke the company before their pivot to the RIVA 128.
It also digs into the paperwork anomaly I recently uncovered regarding my Technical Advisory Board options and the vesting schedule. Happy to answer any technical questions about the early 90s VR/graphics scene or the NV1 era!
I bet that was something! I just re-watched one of the Watts videos he filmed on the Vallejo a few weeks ago.
I imagine that living in a place with that sort of history was the kind of experience one can't really convey in a few words online, but if you have written about it (or intend to) I would certainly love to read more.
Indeed. The boat was - and as far as I know still remains - one of those very special magical places on the planet. Built in 1879, and still sturdy and loved, evidence perhaps of Taleb's principle of antifragility. Some tales are in my as-yet unpublished autobiography. Kinda chilly in the winter though.
I was in on the ground floor of WiFi, in that around 1995 I did a significant chuck of the work that proved that WiFi works, and my work at a university lead to the formation of a company that put WiFi into the market (Radiata). The IP situation was murky. A patent holder made about $1b and the company sold for $560m (in 2000). I gather the university complained and got a good chunk of "go away" money. I could have thrown my hat in the ring: maybe I would have got something, maybe I wouldn't have. Either way, I walked away, as I judged it wasn't worth the non-financial cost. 30 years layer I still think I made the right decision. I might have been living in a nicer house, but I wouldn't have the life I have today, which I am happy with.
I don't know your situation in life, but if your experience is anything like mine I reckon you've probably made the right decision.
Usually the university takes half of any funds, faculty takes half, and whatever is left over is split between the associated academics.
You were lucky, as most university contracts clearly state they own all associated IP created while working on campus. They could have legally given you $0, and end of employment notice. These things can get messy fast. =3
Yep. I was on a fixed term contract, which had expired, even though I was still working on the project well after its expiration. It would have been interesting to argue that any IP assignment expired with the contract. As you said: messy. As I judged: not worth it.
Quads and biquadratic texture mapping truly were an awful choice and it's incredible that the company still pulled through. I have an NV1 floating around somewhere; I should dust it off again.
I'm familiar enough with the history, but I really have to wonder why quads were pursued. It seems like even at the time, triangles were the obvious long-term bet. Of course it's never quite that obvious at the time, but nevertheless quads seem like one of those weird tech offshoots that are simply too different to ever get traction, like ternary arithmetic. And the trajectory of transistor counts was such that per-pixel division for perfect perspective correctness was simply inevitable.
I hope to have such a retirement, although my interest is primarily in video games.
I dream of making high quality games that you buy once, and after a bit I’d open source everything. I’d also love to hire a small team, I’d probably move to a cheaper country though.
Unfortunately the game industry is a horrible business if you need to make an income though.
In 1989 I was consulting for a large company in NYC that hired you to give our small UI/UX team a demo of your VR system. I still remember strapping on the headset and looking around the virtual world. I might even have your business card somewhere!
I seem to recall that large company was Citibank, and that they were surprisingly open to the strange new tech of VR. Though perhaps there were other large NY firms with small UX groups I demoed to...
Yep, that was it. Our department (Humanware) was quite forward-thinking, and an anomaly in an otherwise conservative institution. Unfortunately we never ended up using VR in any of our products! They also brought in Edward Tufte, whose show-and-tell included his personal copy of what was likely Sir Henry Billingsley's 1570 English translation of Euclid's Elements.
It sounds like he probably forgot about them until his trader friends brought up nvidia. Otherwise why would he go digging through his documents upon being reminded?
Frame rates were low because of limited rendering speed and tracker lag. I did a lot of VR demos starting in 1989 at Autodesk. Not much motion sickness, perhaps 2% of users. The first HMD we used at Sense8 was by Virtual Research (Bruce Bassett) with LEEP optics. And I just found out that John Ternus worked for Bruce. Small planet.
Beyond tech demos, yes, lots of customers of the WorldToolKit product. From NASA to artist Jenny Holzer. Sense8 was acquired in 1998 by Engineering Animation.
The Kingdom of Tonga stood out to me. Are you still there? Why were you there? It's a very interesting place, especially for anyone not from there. I'm only adjacently aware as someone who spent most of my life in a different Polynesian country.
Long story, but HM George V and I were good friends and business partners in some ventures. Most significant of which was the commercialization of the .TO ccTLD, in 1997, the first to compete with .COM. Do a search on my name and Tonga for details.
So the dispute is basically over whether NVIDIA incorrectly prevented a guy from buying $468.75 worth of additional founder-era stock, which through NVIDIA's subsequent growth and splits became approximately $1 billion of stock thirty years later.
OP was not given all of the shares earned at the time decades ago and didn't realize that they should've been payed out, but after engaging in a lawsuit realized that the court would likely not grant the case give the statute of limitations.
Kinda like all the Sony game 'owners' not carefully reasing the legally binding contracts they're always signing realizing that they are not in fact purchasing a gauranteed lifetime access to the game.
Whether they "earned" them is disputable — the offer letter specifies one vesting schedule (25% every year), the "cover sheet" from the options agreement specifies other (25% every _quarter_).
So — the OP got the shares he was promised in the original offer letter; but later discovered that some of the documents he later got implied that the vesting schedule should be accelerated compared to what he agreed to.
I think that is probably the funniest way possible to earn a billion dollars; but whether he's "owed" that money/shares, is... up for a debate.
No. Owner did not exercise all of the options he was entitled to because he relied on a miscalculated value in a letter reminding him he could exercise them. So he should have paid them and he’s arguing it’s their fault he didn’t remember the other options.
Correction: the author accepted a grant for X options, that they must exercise to own. The author exercised a percentage of the options. They did not exercise all of their options. They left the company without exercising the remaining options. This is equivalent to forfeiting the options.
Now, 25 years later the author is preparing a litigation.
> Then, in April 1996 - by which time I’d expatriated to the Kingdom of Tonga
It annoys me every time I read the word expat and its derivatives. You became an immigrant, by emigrating to the Kingdom of Tonga. Only because you are white and rich doesn't change the concept of emigration to warrant a word with less stigma.
Immigration is a tricky subject with many nuances, pretending otherwise i.e. driving the immigration = bad line and calling immigration that affects ourselves or that we don't find objectionable expatriation is disingenuous and hinders good quality discourse about the topic.
Oh man, who said the author was white? And why would this even matter for this post?
I can't believe how some people manage to bring up the race issue in any possible context, regardless if it's relevant or not.
For me it's not a race issue, it's an observation that I've only ever seen white people call themselves expats. I had guessed given the silicon valley, wealth background and posting on HN, that the author was white, and a quick image search confirms my assumption.
Since I don't want to derail the discussion I'll leave it at this and here this food for thought if you haven't confronted the topic give it a chance. A compelling definition of privilege is "Not having to think about X". Not having to think about the price of groceries is or more clearly the inverse of having to is symptomatic of poverty. Similarly, not having to think about one's skin color is a form of privilege. That's why many find it offensive to bring up, because normally they aren't confronted with it. How many times did we get suspicious looks because we are white? s/white/black and hopefully you see the point.
If he was writing to the people of the Kingdom of Tonga, it might make sense to describe himself as an immigrant. If his audience is largely American, though, the story is much more clear with "expat".
Amazing how differing the opinion is here based on who is being fucked over by legalese, if it's an individual -- yep you signed the agreement, can't do shit. If's a company who bungled something -- woops, it was an honest mistake.
Almost as if people here go an extra length to be shit eating morons.
Well in reality it’s not that big of a mistake because he probably would have sold these shares when he sold the first 62.5%……which I assume was not recently
It’s meaningless anyway because you spaffed them all away. The shares you had were enough for multi-generational wealth. The only reason you’re mad is because you want more money today to spaff. Had you been given the full amount back then, you’d still have nothing today.
And if both parties intended for it to be vesting over four years and you both acted in line with that intention, then the written contract has been superseded by your actions.
Eg You’ve worked there for 10 years, the contract you signed says you get paid 100k but you’ve both since sent letters agreeing to 150k and they’ve been paying you 150k the whole time. Would you accept them taking back 500k because of the original contract? Of course not, because you’ve both agreed to accept the new terms through your actions.
I feel like I'm going crazy reading the comments, and I guess, big props to the author for writing this in a way that pulls it off.
The issue here is, IMHO, not "Nvidia owes me stock in an ironclad way and gets away with it because of statue of limitations", but "I accepted an offer from Nvidia but the paperwork between the offer and the options grant differed in a way that both benefits me, and nobody noticed or cared about until now".
The original offer was for 25k shares, vesting over 4 years.
The options paperwork says 25k shares, vesting over 4 _quarters_.
Now, I'm not a lawyer, and certainly not a securities lawyer, but that seems like it could be reasonably chalked down to a clerical error on the options paperwork? "You made a mistake and now I can get a billion dollars more than we agreed to originally" doesn't feel like a great lawsuit!
I think the issue is even simpler. When NVIDIA ended his advisory relationship in 1996, he had 90 days to exercise his vested options. That deadline passed nearly 30 years ago, regardless of whether vesting took one year or four.
He exercised the 15,625 options NVIDIA told him had vested. His claim now is that all 25,000 had actually vested, but NVIDIA’s letter gave him the wrong number. The letter was informing him of NVIDIA’s calculation; it did not change the option agreement. So the question is whether being given that incorrect information in 1996 gives him a claim today, despite both the exercise deadline and the statute of limitations having passed.
This presupposes the information/calculation was incorrect.
I disagree with this being a foregone conclusion
Usually, when an ITM option expires, the clearinghouse exercises it. I guess you have to jump through some hoops to claim them if they are offered to you through the company, but the stock is owed.
NVDA has also just announced they are buying back stock for 150b, so they could throw some the author's way, hehe.
I think ESOPs (employee equity ownership plan) options work differently. There is no options house in the picture because you’re dealing with the company directly, with no exchange in between.
If the author didn’t exercise his options, then the company would have redistributed the earmarked equity back into the common pool. This is a board-authorized % of equity put aside for stock awards.
No that only applies for options in public stock, Nvidia was private in 1996.
I might stand corrected but I believe there’s a nuance even for public companies. Being awarded options directly (from the company) and not exercising would mean the company does nothing - that is, it keeps the equity. There is no options house or exchange involved hence no external settlement process.
Yes. I noted this below. A lot of times you see a decimal point in the wrong place and the courts don't just say "oh well, I guess it's a billion then!"
The rulings are fact-specific, but clearly both parties here had a mutual understanding that the paper was only meant to reflect.
Not a decimal point, but the courts have shown deference to a comma (or lack there of in the case below) and has resulted in companies paying millions…
https://lawfold.com/oxford-comma-lawsuit/
I think you could forgive people for thinking so, in a society where people get sent to prison for decades on the subjective read of technicalities (and subsequently released early when advocacy bashes the government's head against its own injustice for long enough; of course, at that point, the judge is retired or dead and the prosecutor has had a long, successful career, so everyone wins! /s).
Same for contracts where the written language is absurd, and the agreement one party claims without the necessary evidence is way more reasonable, and the court finds in favor of the absurd contract.
>You made a mistake and now I can get a billion dollars more than we agreed to originally
The world "smart contract" enthusiasts dream of.
Wouldn't a smart contract also have a statue of limitation built in?
That's beside the point.
The main idea is that in legal contracts, the written signed paper is just evidence for what the agreed-upon contract was. The actual contract is the agreement itself - which the paper may not reflect exactly. If the two parties disagree on what is the actual contract, the paper is of course strong evidence for one side or the other, but it's not the final word, other evidence may be brought that contradicts the written contract and that can be held to be more convincing.
In contrast, the smart contract crowd wants the contract code to represent the final word, and if any party didn't notice that the contract code didn't match the understanding they had of the agreement, too bad.
A statute is an act of legislation, and a "statute of limitations" typically prevents courts from dealing with claims arising from matters that happened years ago (subject to some exceptions). The public policy arguments are usually that witness memories decay to the point of obvious unreliability, and that the maxim "equity aids the vigilant not those who sleep on their rights" was already the root of the common law doctrine of laches, but scattered over so much case law that putting the concept on a statutory footing is useful for the courts and all litigants (and especially defendants).
(In criminal law, "justice delayed is justice denied" and clarifications of constitutional or treaty requirements for speedy trials also can be tidied up by the legislature in a statute of limitations).
Statute (legislation) is a superior source of law to contract law, and so there is generally no way to contract to avoid being statute barred if a claim for breach of contract (or specific performance, etc.) is made beyond the statutory deadline.
Typically there are carve outs enacted in a statute of limitations that allow a claim to be brought out-of-time if the defendant has acted in a dishonest way that prevented a claim from being filed in time, for certain classes of litigant, or for certain types of claim. (And in criminal law, for certain offences - serious crimes will tend to have a longer, or no, limit on how long after the crime the prosecution is begun).
A statute of limitations typically does not extinguish defences based on the lapse of too much time; but such defences in some jurisdictions may be contracted away, leaving the statutory limit as the hard deadline.
A smartly written smart contract would. Will all smart contracts be drafted with such care?
The smart contract itself may have been the one that contained the mistake. We've seen this happen before and they just had to fork the chain.
It's all nonsense. In the real world people make mistakes and a court should be allowed to override and figure out the right thing to do.
Yeah, it's a little unclear but I think your interpretation is correct. The key is the paragraph beginning with:
> Imagine my surprise: according to the duly signed option agreement, my options were meant to vest over four quarters, not four years, as both NVIDIA’s CFO and their outside counsel, Cooley, had asserted back in 1996.
On first reading it did give me pause because it's the first time "four years" is mentioned. But on another scan I agree it's cleverly written and never actually claims the agreement was four quarters, only that the paperwork says that.
Still it is a funny story, similar to those "I spent 20 Bitcoins on a pizza" ones, I guess.
There are documents linked in the footnotes that spell this explicitly, you don’t have to infer this:
The offer letter, which spells out “which vests over 4 years”: https://colo.to/invitation.pdf
The option grant which has the accelerated schedule: https://colo.to/grant.pdf
They should just offer to settle at a reasonable value as if it had been just the four quarters previously agreed, but a smart decision was made to sit on the shares.
> They should just offer to settle at a reasonable value
Since litigation is costly, the acceptable range for a settlement is centered around the expected outcome of a trial, plus or minus each party's cost of litigation (including opportunity cost).
In this case, "the claim is barred by the statute of limitations" implies that the expected outcome of litigation would be approximately $0. The net range for a settlement is then the 'nuisance value' of a lawsuit including any PR damage for airing the case publicly; that would be orders of magnitude below the $1bn claim.
So basically a lower compensation is too low to justify the costs so it's either all in court or nothing? This design seems heavily biased towards the part with larger resources. Cost of litigation should be proportional to a reasonable settlement.
> just the four quarters previously agreed
Misreading. S/quarters/years/
It was meant to be four quarters, though. This was a clerical error, so why not offer to settle as if the clerk hadn't made a typo? "Yes technically you are owed this ridiculous amount of money, but it was meant to be a fraction so you get nothing unless you sue" seems harsh from Nvidia.
On the other hand this could open precedent in other cases, current and future, so it's an understandable position not to offer to settle preemptively just for a display of good faith.
An open question is what happened to the 15,625 shares that he received when he exercised his options in 1996?
If he had held on to those, they would be worth even more than the additional 9,375 shares he was entitled to -- about $1.7 billion using the same numbers in the post.
My guess is that he probably sold them when they were worth a lot less then they are now, and would have done the same with the additional shares too.
Yeah, that's the problem with this. Should one get the present day value of the shares (a billion), or present day value of the worth at that time (thousands)?
It's a bit the same as people making fun of someone buying a pizza with bitcoin, now worth a hundred thousand. It wasn't at the time, and most likely people would've sold it long before when it started to rise. And the hindsight should then be just as much "if you bought a pizza at the time in USD, why didn't you buy bitcoin instead??".
So to me one should get the latter of the two alternatives. People only come out of the woodwork because it suddenly happened to be worth a lot.
> People only come out of the woodwork because it suddenly happened to be worth a lot.
I used to work in pharma with a chemist whose medicinal chem team had invented 3 different multi-billion-$ prescription drugs.
He told me ... no one gives a shit about your patents unless you start to make money. when that happens, your competitors suddenly remember that they invented your drug before you did.
He spent a considerable amount of time being deposed by lawyers from rival big-pharma companies.
Aye, quite so. I once wiped a drive with a whole bitcoin I mined myself on it.
I'm not that upset because I know for a fact I would have cashed out at the obvious peak of about $30.
The one that does cause the occasional pang of remorse is the million or so dogecoin I gave away, as by the time I realised it was worth anything at all it was worth more than my house
I had 20,000 Bitcoin at one point from selling RuneScape gold when I was 9.
I did the same but with 16 and maybe somewhere around 30 coins in two wallets I thought I backed up. I was angry but at the time I maybe lost $3-6 (probably way less) so I moved on with my life.
The pizza-bitcoin story is about $1B, not a measly $100,000, FWIW. Assuming you're referring to the 10k BTC for 2 pizzas story, anyway.
Maybe, not sure if I'm referencing something concrete or just some common argument, heh. Anyways, my point is that the opportunity cost is the same whether you held bitcoin worth a pizza or usd worth a pizza at the time.
The pizza Bitcoin story is not about a mere $1 billion.
The guy that sold his Bitcoin for pizza, did multiple transactions (detailed in that forum thread), not one. Somehow this part is lost to history when the story gets told.
He liquidated tens of thousands of Bitcoins.
The tally is a lot closer to ~$4 billion at $82k per coin.
Then there's the question if it would have gotten to 4 billion today if he hadn't used it back then...
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.
Yeah I noticed the author is replying to a lot of questions except the question of what happened to the shares that were exercised
Or the author doesn’t want anyone reading along on the internet to realize that he’s a multi-billionaire.
Which of the possibilities is more likely is anyone’s guess.
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.
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.
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:)
As I can recall from my memory, my suggestion was also prompted by the marketing hype machine surrounding the retail boxed release of Windows 95 as a hot new thing. And by that point in time it had become quite "common" for middle class households to have a desktop PC which had a CD-ROM drive, sound card, decent "multimedia" capabilities. And people were legitimately eager to upgrade to Windows 95.
It was sufficiently mass market and popular that it was everywhere in Pacific Northwest (Portland to the Canadian border region) television and print media. It was enough of a cultural phenomenon that I remember seeing media coverage of people who lined up outside the retail boxed software store at midnight to purchase it.
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!
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.
I had like 10btc in mtgox when they cut and ran, and never bothered pursuing it as it was “oh well” money.
You never know, in another universe it could have still ended up as nothing.
I'd look into it anyway - I believe a lot of people got their BTC or a certain amount of money back as part of a class action or whatever lawsuit.
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.
> 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.
> 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 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.
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.
yea my thought exactly. especially if the lawsuit expenses are on contingency, what is there to lose by filing?
Presumably the other sides expenses?
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.
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?
I dont think the land ownership analogy is quite as simple as you're making it out to be, given that the US and many other countries are literally founded on "someone else's land" and the entire Palestine / Israel issue.
The US is not founded on 'someone else's land'. Small portions of the US perhaps, yes, and treaties and courts work through that. Most Indians were hunter/gatherers, and suggesting that because someone roves through massive tracts of land is ownership, is beyond weird.
Seasonal camping sites make sense, more from a 'our land' perspective.
And naturally any signed treaties should be honoured.
You may say "But, they were here first!", yet that's quite false. Native Americans invaded as well, either subsuming or slaughtering existing populations as they did so. Further, Native Americans warred, fought, killed each other, just as Europeans, Middle Easterners, and everyone else on the planet did. After all, human is human is human, and that's (sadly) what humans do.
And if you look at every other country on the planet, the precise same is true. Locals pushed aside as newcomers invaded, whether the UK, Scotland, Russia, Germany, the Middle East, literally every place on the planet.
There is no peoples, no country, no ethic group, which has not over time invaded another.
There is no one alive today, that does not stand on land once called 'home' by another.
You may wonder why I say this, but instead of discussing a land plot inside a Western country taken over by another citizen, you immediately dove into Native American rights and a Middle Eastern conflict for some inexplicable reason.
Under contract law, should the treaties be honored if the other party weren’t capable of full understanding of what they were signing? I agree with you, but I’m curious to hear your thoughts.
This is a complex and nuanced point, but there is complexity and such nuance elsewhere, too. For example, I often see "trillions of dollars of $city land are in dispute!" then citing that a settlement of immense magnitude should result.
Of course, the land in question was effectively open forest/plains, isolated with no cities and almost no one living on or around it. And if it remained as so, by todays standards, would be worth often dollars per acre. Meanwhile, we're attributing dollar amounts to land which only became valuable, because it was developed by some means.
While I am not directly answering your question, I frankly find the 'cut off' period to be quite weird. Everyone on the planet has ancestors which have been displaced, AND have displaced peoples. We're both the conquerors and the conquered. For example, I have Scottish heritage. Where's the payment for the land the English stole from my ancestors? And for the English, where's the payment that the Romans owe, for the land taken from those in the isles 2k years ago? Or the French owe, when they invaded and hung out for a while?
Individuals were displaced, entire groupings of people slaughter or literally decimated.
It goes on and on and on, back through time, all owing all. Yet that is completely ignored, including endless land grabs all over the planet even over the last 2 centuries, but... oh well, significant compensation and land returns are only really given to those in North America.
I believe in fairness. And to me, this seems... off somehow.
It's because the moral standing for these measures is primitive tribalism, and neither principled nor disinterested.
> Most Indians were hunter/gatherers, and suggesting that because someone roves through massive tracts of land is ownership, is beyond weird.
It is not "beyond weird." It is a well-defended position in contemporary political theory and it has had many prominent defenders for hundreds of years. For example, in the 1790s, Immanuel Kant wrote:
It can still be asked whether, when neither nature nor chance but just our own will brings us into the neighborhood of a people that holds out no prospect of a civil union with it, we should not be authorized to found colonies, by force if need be, in order to establish a civil union with them and bring these human beings (savages) into a rightful condition (as with the American Indians, the Hottentots and the inhabitants of New Holland); or (which is not much better), to found colonies by fraudulent purchase of their land, and so become owners of their land, making use of our superiority without regard for their first possession. Should we not be authorized to do this, especially since nature itself (which abhors a vacuum) seems to demand it, and great expanses of land in other parts of the world, which are now splendidly populated, would have otherwise remained uninhabited by civilized people or, indeed, would have to remain forever uninhabited, so that the end of creation would have been frustrated? But it is easy to see through this veil of injustice (Jesuitism), which would sanction any means to good ends. Such a way of acquiring land is therefore to be repudiated.
I see no relevance in your quoted text, with respect to what I said in my post. And the premise I cited is indeed beyond weird.
Note that I said seasonal camping sites make sense. And I said treaties make sense. I simply said 'wandering about' doesn't convey ownership, aka 'possession'. To take such a notion to the extreme, imagine a grouping of 4 who rove all around the entirety of Canada and the US through their lifetime. You could easily do this over 20 to 30 years. Should those 4 be attributed possession? As owners of that entire landmass via treaty, or just prevent any use of that land by anyone else?
Absurd. And it is equally absurd that land used for travel between two campsites, basically as a road, should mysteriously convey ownership/possession too.
For example, typically there were winter and summer camp sites in the US. Yet when not doing so, Natives would often 'rove' from one of the other, think 'migration'. Yet I've seen ridiculous assertions that someone basically using the land as a road between two campsites, to conveys ownership. Sheer nonsense.
Your argument in the post up-thread appears to be that because the Native Americans did not cultivate or make use of the land in any Western sense, they have no claim to ownership. The Kant quote attempts to repudiate this by stating that it makes no difference whether we consider the Native Americans' use of the land to be ineffective: their deprivation of it is still an injustice and, when it comes to injustice, the ends cannot justify the means.
I don't find Kant's position at all convincing, mostly because the two parties' understandings of the concept of "ownership" were not mutually intelligible (possession vs usufruction). However, the quote does have relevance to your post.
In civil law countries, you would be. That's why Europe has the reputation for being tangled in bureaucracy. Every possible risk has to be discharged before you can do anything at all.
One man's negligence is another man's HODL... Buying and holding an asset is a completely sound investment strategy.
Physical land is quite different. And if squatting is legal, it makes a kind of tax of ownership and also means that any registry is invalid.
If you are saying the physical house only and not the land that is different yes. Someone who can move the house obviously should still own the house. Trespassing usually doesn't invalidate ownership of all your belongings.
More important is the meta concept of like we write confusing contracts and then execute them and we agree on an end date (all transactions done) and then informally and implicitly we agree that if anything was wrong you only have z years after close date to fix it.
This is kind of thing where big people can do it themselves and other people perhaps need a regulated entity to review their docs ... Like mortgages and what not.
The interesting thing here would be if the IRS decides to have an opinion ...
> ; are you really entitled to swoop in and seize their house now?
In the country i am, yes. If you have the paperwork.
Yes, you are entitled. This has been a big point of contention in Eastern Europe after the fall of communism. A lot of the property was nationalized, their former owners defected, and then the heirs came back decades later requesting their property back. In some cases where there was a house, there was now a 15-story building.
Quod licet Iovi, non licet bovi
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.
It is clear he has decided to not pursue this any further.
That doesn’t mean we should encourage him.
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.
Knowing whether a lawyer believes a legal theory helps judge the merit of that theory, because civil law conventions are what lawyers (including judges) believe.
It's the internet, anyone can say they're a lawyer. If you take legal advice from an internet stranger because they say they're a lawyer, well i might have a bridge to sell you
Fun fact: it's a crime to say you're a lawyer if you aren't one.
> Fun fact: it's a crime to say you're a lawyer if you aren't one.
This is not an absolute fact.
It depends entirely on the commenter's jurisdiction.
Now you're pulling facts out of your non-lawyer pocket like it's actually (universally) true.
Which jurisdiction? Under what circumstances? Who enforces these purported rules?
I don't need to ask whether you're a lawyer, you're simply out of your depth I'm afraid.
Are you a lawyer?
Is that legal advice?
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?
It's already out there. You don't need to ask.
Consider that many people do things that they don't need to do!
It’s considerate, polite, to ask instead of assuming the author would be ok with that
I find it weird, not polite, personally. Polite would be to not bother them and just use it anyway without drawing their attention to yourself unnecessarily.
Different norms, perhaps.
> 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.
Given his advanced age, he should have sold his lawsuit rights. Sealed bid auction and could even let Nvidia bid as well.
Every 1% expected value would put it at $10 million dollars.
The angle I haven't heard, yet I think would make the most sense, is that you both understood the agreement correctly, at the time.
Somebody did the paperwork wrong, but paperwork isn't the agreement. You agreed what you agreed, thought everything was in order, and then discovered an error in the documents.
It doesn't seem like there's a claim here.
At the risk of being reductive, I think that under the common law, contract terms are usually interpreted objectively unless they are ambiguous, in which case you might consider extraneous evidence. Clear language is enforced as written.
Depends upon the canon of construction for written contracts that you accept as correct.
> Here in the land of the free, it turns out a company only has to honor its contractual obligations for a little while.
If Nvidia showed you contract paperwork that proved they overpaid you 9,375 shares in 1993, would you agree to pay them back the present value? After all contracts should be enforceable indefinitely right?
Yeah, I agree with this
there should be "expiration", after all he didn't doing anything for 30 years
Imagine if Nvidia is not as big today, he wouldn't bother to make a claim
As this is an interesting story I think we need a change to HN algorithm.
The title is misleading, they don’t owe him.
The story is NVIDIA made a mistake and OP tried to exploit it and failed and is now grabbing another straw with that post.
It was not intentional shares to his or Nvidia’s understanding.
Everybody reading the actual story would not just upvote this.
The upvotes must be simple big corp hate +misleading title
You are ultimately responsible for asserting your contractual rights. Your stock options had an expiry and you did not exercise them in time. The letter you received notifying that you had 15,625 vested options was not an award in of itself, it was only a courtesy notifying you that you had vested options to exercise before they expired. Even if due to ambiguous wording it could be argued that 25,000 options had vested at the time instead of 15,625, that was only relevant until the options expired. You needed to assert your rights to the [additional 9,375] vested options before they expired. So, this issue died in 1996.
I had a similar experience although over a shorter time horizon. I was in a dispute with a corporation which prompted me to pore over every word in every previously signed agreement. I discovered, due to an obvious typo in a stock option agreement, more options had vested than had been intended. After some pushback, they eventually relented and awarded me the options.
Given the amount of money involved, it was worth engaging lawyers to see if NVIDIA would pay you some money to save the hassle of dealing with it, but there is and was zero prospect of this ever being awarded in your favor by a court since the options expired.
The article states that they exercised their options.
No, it doesn't.
https://colo.to/exercise.pdf
They exercised 15,625 options of the 25,000. The OP sent $781.25 to NVIDIA. The remaining 9,375 options were not exercised, they expired 90 days after April 16th 1996.
Only in hindsight, 30 years later, has the OP realized that the other 9,375 had vested due to ambiguous wording in the agreement. The article is about the 9,375 that were not exercised.
So 15,625 were exercised.
Yeah. The issue being that at the time both the CFO and their external counsel Cooley told me in writing that 15,625 shares had vested. Those representations were incorrect. And I (quite reasonably) replied on them rather than checking the original documents. Which I did only 30+ years later. In legal terms, the CFO Gani’s 1996 letter is a negligent misrepresentation, a species of fraud under Cal. Civ. Code § 1709-1710.
Well, the bad news is that the statute of limitations on that appears to be three years in California.
What happened to 15,625 shares you did exercise? I guess they are worth over $1.5 billion as of today?
I would venture the fate of the bygone shares would be the same as those 15,625. Sold early. Paperhands (aren't most of us?).
I imagine he sold all of it by now
If he's arguing that he could effectively revoke his past final decision to sell it all at not-billions by demanding withdrawal of hypothetical now-billions from NVIDIA, I wouldn't be sure what system will happily grant him that...
He's saying they didn't actually get exercised as-in stock was never made his. They took the money and didn't issue him the shares, but the statue of limitations is gone on the fraud.
No that’s not what’s being said. Nvidia gave him the wrong total. He paid for that total. He’s saying there’s a world in which he is owed the other 9k shares. He put some lawyers on it and it turns out it won’t be this world.
oops, yeah. I understood that wrong.
> replied on them
I think this is a typo.
> And I (quite reasonably) replied on them rather than checking the original documents.
Putting aside the fact that any claims here are almost certainly time barred after 30 years, ostensibly, your attorney explained to you that because you had the grant in your possession, claiming that you reasonably relied on the company's statement about what the grant said would weigh heavily against any misrepresentation or fraud causes of action in a lawsuit.
Equitable tolling??
Might as well sue.
I'm no expert, but did your lawyers clarify if a statute of limitation start from the date you learned there might be a discrepancy, instead of all those years ago?
While no one's hands might be clean in this, at the end of the day the party with the resources and expertise is equipped differently.
It might not hurt to get some more opinions even if they end up in the same place.
They learned about it when they signed the contract. Saying “I forgot about it“ doesn’t reset the statute of limitations.
This does not apply because he was in possession of the agreement (grant document) the whole time. You don't get a decades long extension of the statute of limitations because you neglected to check what an agreement in your possession actually said.
I've never been on either side of one of situations, but if the company is doing well, why doesn't the company just take care of the human? These don't really seem like opening-the-flood-gates types of decisions and companies could just choose to do if they wanted to, right?
You don't see the risk that is created when you allow unexercised options get called at a later date, when they're in the money, because the company is 'doing well'?
The options are exercised. OOP didn't do any diligence, got shorted, cared too late.
No, I guess I don't. The companies can choose to do what they want and I think they can make a different decision based on how well they are doing. I don't know. They don't have to, but I don't see why they couldn't.
If that were the case, why would anyone pay to exercise options ever again?
Correct.
The last time someone decided that an option shouldn't expire got us inflation, unemployment, inequality and a debt crisis.
Good thing that we stopped right???
Looks at the funding rate of his options in his wallet that he uses to buy things at the supermarket. Still no funding rate in sight.
One of the reasons such companies do well is they don't entertain "such things". Sad. But that's besides the point.
Not taking about $5k or even $5m. A billion dollars is a hell if a lot of money.
The shares are worth what their worth. People would have lost their minds and then everyone would have moved on. Is NVIDIA filled with more billion dollar typos? I don't think so, but I wouldn't care if it was.
This ain’t David va Goliath. It’s two billionaires fighting it out.
Unless of course the op sold the 15k shares he did get years ago.
A few do, I’ve been really lucky to work with a startup that got acquired earlier this year and took really great care of the whole team, even people whose options didn’t vest yet. After reading so many horror stories of acquisitions that was a relief to see the whole leadership and team work together to ensure people are taken care of.
I wish that was the usual situation
[flagged]
Could you please stop posting unsubstantive comments and flamebait? You've unfortunately been doing it repeatedly. It's not what this site is for, and destroys what it is for.
If you wouldn't mind reviewing https://news.ycombinator.com/newsguidelines.html and taking the intended spirit of the site more to heart, we'd be grateful.
We don't need you to love capitalism (or billionaires), we just need you to stop posting low-effort flamebait comments like this one (or https://news.ycombinator.com/item?id=49840585). You may not owe capitalism or billionaires better, but you owe this community better if you're participating in it.
This guy has had some interesting side quests.
https://time.com/archive/6735546/hes-the-master-of-his-domai...
This German newspaper describes his life in (or on?) Tonga in even more detail: https://www.spiegel.de/netzwelt/web/portrait-einmal-tongaer-...
It is a very interesting read, and I can only recommend it. Some of it is one sentence after another that left me astonished.
Just today I clicked a to shortlink for my German Univeristy and thought "curious they use a non-EU shortlinker, is that legal or secure?".
Love to hear how that self-sustaining island project worked out!
Well, https://www.tonic.to/ is still online and working today. Don't know if it's still owned by OP.
> Here in the land of the free, it turns out a company only has to honor its contractual obligations for a little while.
Eceryone everywhere appears to hate statuses of limitations, but they exist for a reason, namely that after some time society needs to move on. It may be disappointing, or even cruel, for the victims, but we can't keep litigating the past forever.
Espescially so in the "land of the free" which is the land of lawyers and lawsuits.
I can only hope that my bank will someday feel the same way about my mortgage.
If you had some mistake on your mortgage paperwork in 1993, your bank would probably feel that way about it already.
I realize we're talking about a civil case here and not criminal but it's not factually correct to say statutes of limitations always prevent a historical wrong from being addressed. There's a number of jurisdictions which have no statue of limitations on sexual assault cases for example.
Somewhat randomly chosen reference:
https://www.richardnelsonllp.co.uk/guides/statute-of-limitat...
> we can't keep litigating the past forever
It's worth pointing out this reasoning is usually considered self-evident. I've rarely seen anyone doing any kind of deepdive into a practical reason for this.
There are only two broad outcomes, either things stay as they are, or much of the US is returned any remaining descendents of various treaty signatories.
The first is effectively a waste of time, the second a messy descent into hell on all sides.
> a messy descent into hell on all sides
Certainly messy & certainly hellish for some. For "all sides" though? I guess maybe if we're counting the fact it would paint a large target on the back of any beneficiaries.
In the hypothetical .. the infighting between those who are "tribe" V "not tribe" and proportioning any cash value carve outs alongside custodial issues of the land etc has the potential to be a bunfight - such issue already exist.
Moving away from native title, there are also many "peppercorn leases" bequeathed to various cities about the globe - large parks carved out from once larger farming estates, now fully urbanised and embedded within a sea of million dollar lots and apartments.
Should anyone sue over the park land no longer being a pure park (for example) or for petty reasons of "peppercorn" rent not being paid (ie violation of the terms of the gift to the city), the park would be returned to the rightful descendants .. an army of (say) fourth and fifth generation offspring all at odds for recognition and weighting and a piece of very valuable real estate.
As a parent of young children it rarely makes sense to litigate anything that happened more than 10 minutes ago, so perhaps people extrapolate from there :-) I'd enjoy that deep dive, though.
That's fair!
At least between adults though, such statutes do appear to overwhelmingly protect the holders of power/wealth/etc. from relinquishing said power/wealth/etc. It's hard to see broad societal benefits of statutes that are diametrically opposed to the interests of victims in all common cases.
I mean, there are very valid reasons behind it.
People are not expected to hold onto there documents forever, humans forget.. and change
Figuring out what happened 3 years ago is hard, figuring out what happened 30 years ago is near impossible & often wrong
This doesn't really seem like a valid reason & I suspect is misdirection.
If this were the case, litigating these instances would simply end quickly due to lack of evidence. There would be no cause for such a statute in such cases.
It is a valid reason. I'm involved in a title dispute on land in the Philippines. The most recent ruling from the Supreme Court was made in 1991 on a case originally filed in 1903.
Worse, the ruling required voluntary action from all title holders on an island, which of course was not taken.
At this point, all of the original litigants and judges are dead, and many of the descendants involved in 1991 are dead too. Every generation that passes expands the number of people who have a stake through inheritance.
In this case it's not as simple as a statute of limitations because land ultimately has to be titled, but these are some of the types of issues you run into if you don't have a time limit on things. People die. Papers get lost or destroyed. Organizations disband or get sold.
It's just better not to allow the complexity to overwhelm the legal system.
No, they would not, as one side could keep there evidence, so if after x years the opposite side has Destroit/lost/forgotten there evidence of the transaction you could "prove" something invalid
Your comment strikes me like you never had any lawsuits?
That is, btw, a thing that is already happening.
One example is people leaving the church, the state deleting the evidence after 10 years, and the church asking for it after 11
I don’t understand how that fits the author situation. Society isn’t a party, there is no crime or anything like that. We are talking about contractual terms
You should sell your right to litigate this. There are hundreds of firms that would pay you to take this on. Would involve near zero effort for you and would also check the box of being “about the principle”.
I doubt it for three very big reasons and you're wrong about one big point:
1. Time barring is pretty iron clad. Sucks for the author but consider the alternative where anyone could sue anyone after any period of time.
2. If a court did find in favor of the plaintiff, the court would be more likely to award the 90s cash value of the stock, plus interest, rather than awarding the shares or current market value (damages being how he was actually wronged in the 90s rather than speculating what he might have done with the stock to present)
3. Given 1 and 2, Nvidia is unlikely to make a big settlement, meaning an expensive and risky trial.
Which brings us to hidden reason #4: nobody would pay that much for the rights so it probably isn't worth the author's time. He'd still be the man at the center of the suit: depositions, testimony, cross examination, records subpoenas...
> but consider the alternative where anyone could sue anyone after any period of time
What's the problem with this alternative, exactly? Some crimes already have no statute of limitations, and this hasn't caused the sky to fall.
It would create a burden on businesses to keep all records indefinitely (most businesses only keep around 7 years of most records). This has a monetary cost to it that would disadvantage mature businesses against younger ones.
It's not just a burden for the immediate parties. Having the ability to dispute rights and obligation going back indeterminate amounts of time adds risk to the rights and obligations of untold numbers of third-parties; everybody's interests become more interdependent and intertwined the more time has elapsed. One of the important functions of a legal system is to settle rights and obligations. Settled, transparent rights and obligations are also integral to notions of fairness and justice, so it's not a zero sum thing that statutes of limitations sacrifice fairness for cold transactional efficiency.
In an era of digital records keeping, this does not sound impossible.
It's not just about storage. It's about fairness and creating an environment where people can transact in a relatively stable and predictable manner.
It is inherently unfair and destabilizing if people can sit on alleged wrongs, violations of agreements, etc. indefinitely, either intentionally or because they were ignorant or negligent, and then raise those wrongs in the court system any time they choose to.
A statute of limitations basically says "take your rights and obligations seriously and when you have a dispute over them with another party, raise it in a reasonable amount of time or forever hold your peace".
Even in the era of digital records it has a monetary cost; keeping decades of emails, documents, audio and video recordings is not free. I have friends working for software businesses that make many millions per customer just managing and retaining documents.
Yeah I never understand this idea that “if you avoid getting caught long enough, you deserve to enjoy the spoils of your crime.”
1. The state generally has more resources to retain evidence than citizens; if the state is allowed to prosecute crimes far in the past, they can target defendants who cannot provide evidence in their defense due to lost records. This asymmetry can be unjust, especially for crimes of lesser impact.
2. Most people draw a line where it seems needlessly cruel to prosecute an old crime; an extreme example, should a middle-aged person with decades of good behavior live in fear of being prosecuted for a relatively small crime committed as a teenager? Conversely, if a person commits a crime as a teenager, shouldn't they have clemency if they stop committing crimes for a long time and become a good citizen? Most people prefer the outcome that people can put smaller mistakes behind them; they may debate where to draw the lines, of course.
There is also the practical matter that after 30 years it is very difficult to prove anything. Witnesses are gone, documents are missing etc. Satute of limitations is more about practicality than anything else.
A few reasons:
- If you wait too long to pursue a case, then the reliability of evidence goes down, as people lose older records, memories fail, physical infrastructure is replaced, etc.
- Statutes of limitations diminish the ability of malicious accusers to pursue cases against their targets.
- Statutes of limitations also create a sense of finality to a situation; it prevents people from coming out of the woodwork to unsettle something settled 20 years ago.
- In general, the clock runs from when you first find out about an injury to when you can first take action do something about it. That action isn't necessarily to actually file a lawsuit; there are often many things you can do to pause or reset the clock before filing the lawsuit.
- They also incentivize people to pursue redress sooner rather than later, with the concomitant benefits of doing so.
- If it takes you, say, five years to figure out that you are really mad about being injured by somebody... why were you fine with it for five years? It really undercuts your argument about the seriousness of the injury to delay for so long.
At least in Germany, you can restart the expiration by trying to enforce the claim. So you can’t just wait and avoid getting caught, the other side basically has to forget about you.
> After much soul-searching, deliberation, and gnashing of teeth, my attorneys and I concluded that the statute of limitations was against us. Because of the thirty-odd years that had passed while I “sat on my rights,” it seemed unlikely we’d make it past a motion to dismiss.
That was my first thought as well.
Statue of limitations hasn't started because the acts in 1996 by the company and officers are part of an ongoing conspiracy. Maybe?
Source: cannabis and Law&Order reruns.
Or, find one of the many interest groups who have a non-economic reason to hate NVIDIA.
What OP has here is a license to go on a fishing expedition through NVIDIA.
Would they? Surely they'd realize that they too have no chance of winning because of the same issue.
Unless the options grant had specific language of an expiry period I would gather there's a very good chance of a large payout. I don't know why you wouldn't go after closure of this if you found yourself in the same scenario. Many legal agreements are simply a percentage of winnings and no payments otherwise. Seems pretty obvious to take that route.
Eric didn’t post the full stock option agreement, only its cover sheet. Given the language of the 1996 termination letter, it’s a good guess that the full agreement specified expiration 90 days after termination.
>Unless the options grant had specific language of an expiry period I would gather there's a very good chance of a large payout
You're intentionally trying to muddle the waters here by arguing along two different axis.
1. the contract granting options has a delivery period (in your words "expiry period")
2. the options themselves have a duration (aka expiry period)
When you are saying "Unless the options grant had specific language of an expiry period" you are only talking about the delivery period of the options. Aka when the options become available. So you are not complaining about late delivery, you're complaining about lack of delivery.
When you are saying "I would gather there's a very good chance of a large payout." you are intentionally confusing (1.) with (2.). The delivered options have a value on the open market and that value was not delivered. Hence there is a contradiction. You're saying "large payout" but the options are only worth a fraction of the shares at the time the issues vested. You do not get to simulate the most optimal future that you would have exercised the options and held them for thirty years, you have to prove that yourself and the best time to prove that was 27 years ago aka within the statue of limitations. Now that 30 years passed, you have to argue that you would have held the options all the way until today and exercised them today, but the grant only covers the option premium at the time of the grant, not the option premium of a 30 year long option. So Nvidia can still give you your options but the options would give you the exact same duration as the options back then and you would get exactly the same premium on them.
Basically you could make Nvidia the offer to settle for the value of the options so that you stay quiet and don't sue them, that's what your lawyers can get out of that contract.
Edit: Correction with regards to how big the payout can be, can be found here https://news.ycombinator.com/item?id=49874789
"no chance" can still be 1/1000 which is ~1 million
the lawyers cost more
GPT/Claude are a $100/month subscription
Why would anyone buy that right? Statute of limitations is crystal clear here. The case is going to be dismissed the moment it gets in front of a judge.
Out of curiosity, why do you think you know that?
For reasons, but the main one is that the author stated that they and their attorneys have seriously explored this case and reached this conclusion.
https://selfhelp.courts.ca.gov/civil-lawsuit/statute-limitat...
> Breach of a written contract: 4 years from the date the contract was broken.
Which part do you think is debatable?
This part:
> Sometimes, if the problem (like the injury or damage) was not discovered right away, the statute of limitations generally starts counting from the date the problem was discovered or should reasonably have been discovered, whichever comes first.
The problem should reasonably have been discovered when they signed the contract and it wasn’t fulfilled. No new information has come to light in the 30 years since.
Not sure; I didn't go to law school.
The lawyers representing the author did, and came to this exact conclusion.
I think you may be right but also may be wrong. If that was indeed the case, they wouldn't have to respond to him for a whole year. nVidia knew they screwed up back in 1996, but was 100% uncertain like you are. There is 5-10% chance that a judge would accept this on the basis that this was grossly incompetently misrepresented in 1996 and OP actually has some ground for suing. There is serious financial loss here. If I received 1000 shares from Meta for my work during my full time employee and then keep thinking I had 1000 shares invested for 30 years, but turns out no I do not, that's a big loss!
It’s the other way round. For 30 years he has happily believed that he received 16k shares. Now he learns that he was owed another 7k at the time but neither party in the transaction noticed and he wants them to pay the difference now.
Presumably he kept those 16k shares and is sitting on $2b, so why bother with the hassle. Normal people don’t care about the second billion.
Or he sold them years ago for far less than they are worth now, in which case he could have a claim for the original shares which were worth a few k after interest.
It’s not even shares though, which he would have a much stronger case with. It’s options, which inevitably have an expiry date.
Nvidia's share price at the IPO was $12 and his strike price was $0.05. He's owed the monetary value of those options, basically ($12-$0.05) times number of options and that should be around $100k+. He was never owed shares.
There’s already a relatively liquid market here around legal financing, but they only finance cases that can win. This is not a case that will result in anything but a dismissal.
I am not a lawyer. If you are, then I will consider this response null and void… but if you’re not, just go to your LLM du jour and ask it why this case might have ground. If it is even 1% convincing then imagine what sort of case a real attorney could come up. Then multiply the odds of winning against a billion dollars. A >0.01% chance EV would probably catalyze at least one of these firms.
That’s not how the real world works. Sometimes the chance of winning is actually 0, and sometimes when you pursue something frivolously you actually end up having to pay the other side’s fees. The EV of a lawsuit can easily be less than 0.
Make sure you ask it why it wouldn't work too. Because its answer given the same facts will be different depending on the question asked
No it would not.
Firms can be sanctioned for pursuing cases knowing the statute of limitations has expired.
Even if they won, Nvidia would only be obligated to deliver a fresh option contract. E.g. they would issue options today with the same strike price difference. The options mentioned in the block post are not worth more than $9000 and even that is generous. Selling those options on the open market probably would have generated $2250 in income.
Let's say those options were worth $0.25 back then, Nvidia would have to issue an option with a strike price of $224.72 at a share price of $225.07 and the same duration to honor the contract. They could also set the issue date and duration to be the IPO day and the strike price the IPO share price, but then the premium difference would have to compensate the gap between the IPO price and the current price and you'd have to pay that premium difference out of pocket to simulate the fact that you kept holding an option, then let it expire and kept paying the premium to buy new options to extend it.
Edit: I didn't read the letter when I wrote this so my numbers are off. He might be owed $100k+ worth of options if the strike price was $0.05 and the share price was $12. I apologize for wrong numbers, but the general concept should stay valid.
Absolutely this.
You know there’s an upvote button?
It seems to me that if OP had been granted 25k shares instead of 15k, he would have sold 25k shares instead of 15k. So even aside from the statute of limitations, the damages would be something like the value of 10k shares in 1993, perhaps plus 30 years of interest.
The value in 1996 when he could have exercised these options was probably $0 since Nvidia hadn’t gone public and was at risk of going bankrupt.
Apparently he parted with the 15k shares at some point though, so presumably whatever price those were sold for is what all 25k would have been sold for, had he received them.
Read papers given to you!
When someone dismisses your interpretation it serves to understand it well.
Additionally: A contractual mistake would likely not return specific performance (stock) unless special conditions were met.
For example: a company makes a stock mistake, you observe that at the time it happens, but then do nothing until you see the stock increase in value. Company could assert you _were_ due the stock but the value of that stock is determined by the time-of-breach and they return you $.
Unless you had a substantial claim to voting interest would probably be monetary reward!
NYL
> Read papers given to you!
I put all received documents, including mega-page bank contracts into chatgpt (etc) to ask questions about the contract. My bank hates me - I ask the awkward questions. Like "what disadvantages does this contract hold for me? Once again they unilaterally changed the contract(!) - what has been added and taken away? Etc.
> Read papers given to you!
I don't. I blame on the ADHD. Or maybe its laziness.
it is laziness! and what is surprising is it saves a lot of grief if you read it.
people will go to _amazing_ lengths not to read something new or unfamiliar. That feeling of "i must be dumb" is most often the reason people avoid it, and is just the normal part of learning something new.
To satisfy the curious, "I have been everything, and nothing is worth it."
Well quoted.
Thanks!
That has to be one of the most painful “I should have checked the paperwork” stories ever. Imagine discovering 30 years later that your forgotten NVIDIA shares could have been worth a billion dollars.
> Then, in April 1996 - by which time I’d expatriated to the Kingdom of Tonga and was working on various internet startup schemes
Why would an American working in software in the mid 90s expatriate to Tonga, a tiny island nation, population ~100k, virtually no tech industry, with little or no internet back then? (assuming Eric is American).
Maybe a govt IT contract, but it sounds at odds to "working on various internet startup schemes".
Tax (not cheating!,) optimization?
(Retract the cheating dig if not applicable. Make it in the first place b/c I’m bummed when folks who make their money thanks to a country’s infra, laws, etc. don’t pay their fair share, at least in those cases when there’s so much you can even give back half and have immense riches.)
Don't Americans pay US tax regardless of where they live?
The first $130k or so is excluded if you are outside the us for 11.5 months. Not sure what the amount was in 1997
https://www.tonic.to
Thanks for sharing. Do you have any writing on your experience living and working in Tonga?
For me the fair outcome would be Nvidia paying the 1996 share-price + inflation; not the 2026 share-price. They could neither force him to hold them for 30 years; not prevent him from having bought as many as he wanted. The only error was they slightly underpaid him.
I can also see why these claims age out; else all old companies would have enough uncertainty they would be uninvestable.
I also wonder if he paid the correct taxes if he earned 1 billion dollars in 1996.
Why does a stockholder have to reassert their rights to hold the stock that they already own?
They don't own the stock as I understand it but never received options which they should have and would have been able to exercise. I assume they sold the remainder of the options long ago otherwise they have $3b in NVDA already and probably wouldn't have written this post.
And if they sold the others, had they been given the additional shares, they would have very likely sold those too. So even if everything went correctly, nothing of substance would have changed. It only looks that way in a mythical history with perfect hindsight, where the stock was held for 30 years.
Plethora of reasons, but right to title is not as black and white as anyone assumes. There is no govt ledger that keeps track of who owns what, everything is always subject to interpretation. If you own a home, you likely had to purchase title insurance. If you don’t know what that’s for, look it up. It will give you the same answer to this question.
Also seems like it isn’t clear that they ever owned it. There appears to be a mistake in the contract asserting mutually inconsistent clauses, but it appears that both parties agreed on the not-owning interpretation for nearly 30 years, which might already be a far simpler contract resolution (depending on jurisdiction, it can almost immediately binding as soon as both parties accent to that reading) than also having waited out the statute of limitations
They do not own the stock, because the options never vested and thus were never exercised. The time to assert that claim was 30 years ago.
> NVIDIA’s CFO wrote me a letter stating that 15,625 shares of my stock options had vested, and that I was required to exercise them. I did, and then forgot all about it.
Read the whole thing again. They aren’t complaining about the 15,625 shares (which they presumably sold a long time ago) but the remaining 25,000–15,625.
"NVIDIA’s CFO wrote me a letter stating that 15,625 shares of my stock options had vested, and that I was required to exercise them. I did, and then forgot all about it."
Normally this is a right to buy at a given price. If he was billed for it, then there is very little chance NVIDIA can weasel they way out ot it. I suspect he never paid for the shares.
Those shares were fine, it was the other 9,375 that were in question here.
When I worked at a startup, I didn't care about my stock option at all. My expectation is really low for any early stage companies. I understand why something like this could happen.
The author would have sold the shares before Nvidia stock skyrocketed even if he had received them. So, the actual loss might not be as large as a billion dollars in reality.
Way of my league here but if it starts with a B and they said sue them, why not go ahead and sue them?
You’re not the only one who want to see this go somewhere.
Litigation is expensive, and the OP knows that the statute of limitations is against them, so it'll likely turn out to be an even more expensive lesson.
But I thought if payout is high, litigation can be free and agreed to a percentage of possible payout?
The only thing starting with a B is the bluff the in house counsel is asking them to call
I found the facts a bit hard to follow, but is his claim that they actually agreed to the accelerated vesting schedule, or that it was a drafting error? In the latter case, it's probably not just the statute of limitations that is blocking his claim in law or equity here.
Yea, laches in equity, right?
Yeah but I was thinking more along the lines of mutual mistake or scriviner's error or something. If both the parties agreed to a vesting schedule and then signed a document with a different schedule, that won't necessarily bind them to the written (erroneous) version.
> Then, in April 1996 - by which time I’d expatriated to the Kingdom of Tonga...
This is why I still love California so much. The chance of things like this is just much higher than in any other place on Earth.
Eric Gullichsen sounds like a cool guy!
https://www.stuff.co.nz/life-style/homed/latest/132554070/am...
This was a fun read. Reminiscent of all the "I have bitcoin on a hard drive I misplaced" stories
Seems like you should sell your rights to the suit to a third party for a flat fee and percentage of recovery.
Who in their right mind would buy a case that’s past the statute of limitations?
Half of HN, it sounds like.
Yes, I have to say, I'm a bit surprised (and disappointed) by how many people in this thread are struggling with their reading comprehension of the story.
It's a fun story, but that's all. There's absolutely no legal case here.
Reading comprehension != being a lawyer
Sure, but it seems like people are struggling to follow the basic facts:
1) The author received communication 30 years ago that he had 15,625 stock options available to exercise;
2) However, according to some paperwork he had, he believes now that he actually had 25,000 stock options vested
The problem is, if we accept this as true (and it sounds like the paperwork had conflicting info about the vesting, and that the part that suggested the 25,000 vested might have been an error, so this part is not at all clear), all it means is that the author owned some additional stock options 30 years ago which he failed to exercise. These options have long since expired and so would be worthless today.
The author is claiming that the communication he received was misrepresentation, but if so the statue of limitations has long since expired.
I think a lot of the commenters are conflating stock options with actual shares themselves (which surprises me given the nature of this place, but regardless). If we were talking about 15,625 vs 25,000 shares then it's a different story since shares don't expire and don't need to be exercised. He would still have a claim to the extra shares--the claim would be that he had owned them this whole time. But options are a different story because of expiration.
Not only would I buy it, I'd win it too. Statute of limitations is irrelevant here. Property rights are eternal.
Just commented the same thing and agree 100%.
What sort of law suit rights can be sold? This is a new concept for me. If I was hit by a Mack truck could I sell my rights to sue. It would seem to be a different type of case or are they both sort of the some. Injured by a truck vs. injured by you not holding up your end of the bargin?
Pretty much any lawsuit right can be sold, except for personal injury lawsuits, due to specific state restrictions for public policy reasons.
> NVIDIA did not dispute the authenticity of the option agreement, only that my claims were long since time-barred.
Was this part of the agreement since the beginning or did they add this afterwards, and if so did they clearly communicate to you?
These are always fun little what ifs. In 2012 I sold $50k in Amazon stock to pay off my student loans - a hilariously bad financial decision in retrospect, since the loans had capped interest rates, and that $50k of 2012 amazon stock would be worth over a million today...
"If only I'd put all my money on red before they span the roulette wheel!"
Absolutely, but also, "youth is wasted on the young"
I put this firmly in my category of "Bitcoin Millionaires". Well, yes, technically, if you had noticed at the time, and you had sued them and they had lost (which they might not, it seems he knew the paperwork was a mistake) then you would have had 9,375 more shares, and then if you'd kept them you'd have a billion dollars more worth of Nvidia stock.
Here's a question though - you were given 15,625, so are you a billionare? Do you have those shares? Probably not. So what's makes you think that if you'd got those extra 9k shares you would've kept them?
It's the same as the Bitcoin millionaires, yes, you had 50 bitcoin in 2012 you'd be rich now. But the vast majority of those people sold their bitcoin long before it went up (or bought a pizza with it) and a big chunk of those who didn't got Mt Goxed or BitFinxed or FTX'ed, or got hacked, or lost their hard disk with their private keys etc. etc. etc.
Well, better sell them because nvidia will be a victim of their own success. Who is going to write CUDA kernels if you can just ask AI to do it for you? At that point you might as well target different architectures.
Don’t options expire (ex. Leaving the company)? How would this work thirty years later?
If you’ve exercised them, you’ve essentially bought the stock at that price and own it. Most people just sell them right away because they’re more interested in the payment on the difference between option price and current price. But you technically could exercise/buy it and just hold.
He’s not complaining about the options he exercised, rather the ones he didn’t and would now be worth a billion.
Uh the vast majority of people exercise and hold to start the clock on LTCG. Very rare and frankly mostly financially unsophisticated people who immediately sell just to cash out.
If you exercise them, they are yours.
He didnt though. He only exercised 3/4 of them and it sounds like he sold those shares
It took me a while to figure out what happened, but this is my understanding.
1. OP was granted 25,000 options.
2. OP was told by Nvidia their options had vested and they need to exercise.
3. Nvidia made an error in stating the number of options (although the paperwork had the correct number), so only a portion were exercised.
4. The remaining options expired as they were not exercised.
So the legal argument is that Nvidia’s error in stating the number of options resulted in OP’s loss. However lawyers have told OP the statue of limitation on such a civil suit have passed thus no point in pursuing it.
Is that it?
There's a Contracts prof reading this and writing a final exam question right now.
So is there not a case for suing not for the shares but being told the wrong information at the time? It seems wrong to be mislead by a company who owes you shares in this way.
Doesn’t matter what you are suing for. The window to do it closed a long time ago.
So the shares he did receive are worth well over $1B too right?
Probably sold them a long time ago.
Options can be worthless I've had two friends whose options were clawed back. Exercise the options asap - harder to steal the stock back than the options.
SS Vallejo, is that the old Alan Watts houseboat??
Yep
You ought to sue. It's a matter of principle. It's bigger than you.
Why not ask your friends to give you the equivalent stock today ?
I like it. Maybe we should look for young NVIDIAs
Not sure how to feel about it.
It seems like both you didn't caring about it during vesting or maybe they did a typo since it seems like you were vested over 4 years normally and the offer is over 4 years?
Anyway if someone did this to me this is pretty much grounds for an irreparable relationship. Though I guess it was worth the attempt for $1b.
> if someone did this to me this is pretty much grounds for an irreparable relationship.
If someone tried to claim what was contractually theirs?
If they did not complain when they were sent the letter (of vesting) either they did not care about the stock or was under the same assumption they were that is over 4 years.
Of course, contracts are legally binding, but that's completely different from my perception / evaluation of someone - if the mutual understanding was over 4 years and then 30 years later you find the typo and come back to bite me then yes it is 100% an irreparable relationship.
Yes I would think better of them if they came back to bite if NVIDIA was a penny stock but probably nobody would bite them back if they found out it was worth $100 instead of $1B.
To be clear, the grant is the legally binding document regardless of intent (initial offer + vesting seems to imply 4 years), I would eat the typo if it was 30 years ago and chalk it off as a learned mistake (assuming it wasn't company altering), although I would still think less of them for fleecing.
I don’t know about your jurisdiction but here the intent absolutely matters. If both parties intend something different to what was written then the written contract can be superseded.
There’s also situations like this where mistakes can be ignored.
Otherwise you could have really bad situations where both parties are forced into a stupid contract that doesn’t make sense, or someone is forced to sell their house for £1.000000 rather than £1,000,000.
In general, most founding staff with lucrative contracts, are often pushed out just before an IPO. Doesn't matter if you were friends, worked 60 hour weeks building the company for years, or name is on the company patents.
A bit of cash can turn folks into awful people, and some contracts are just a obfuscated legal con of the naive. =3
Unfortunately true.
I'm just differentiating between the legal correctness and personal opinion/viewpoints on the matter.
Regardless of whether you are legally correct or not isn't really the crux of the issue for me, heck maybe Jensen doesn't even care about a billion given everything's he's minting (who knows though).
I was only talking from personal standing, in your stated cases or if I was in this position (I made some assumptions regarding the case), it would be a breaches of good faith and I would find it hard to trust them in a partnership ever again.
Only my POV, maybe the folks at the B level don't care about this as much since they are starting to fling Ts around. I can see how some people wouldn't really care, i.e. treating them as a freelancer and main objective is getting something done, but on a personal basis probably wouldn't trust them (say on personal matters that are company defining).
The strong will survive. Ain't no love ain't no gratitude. Just leather jackets and zero sum game theory
If law was expressed as code then there wouldn't be a debate, the time limit would be explicit.
You would still get unhandled exception errors
I'll just say that I'm aware of instances where founders have used "clerical errors" in an attempt to trick departed employees from properly vesting their options.
I don't have any inside info about this case obviously, but it's clear Nvidia would have ample motive to try to claw back whatever they could as mid 1996 was when they made their pivot after the disaster.
Again, not throwing around accusations here, just saying it may not be as cut and dried as "it was just an oops but everyone forgot about it for 30 years."
I don’t understand. How are they owed stock if they didn’t exercise? Options are not shares. They’re a contract to purchase shares.
That’s how the statute of limitations works.
Still massively sucks though. Not quite as bad as the guy who bought two pizzas for 10,000 bitcoin but still a situation that would be impossible to ever get over.
You shouldn't just go for the shares but also apply interest on it as well. They could (if my math is right) technically owe you 50-100k shares of then nvidia shares. Which would be a monstrous payday.
I'd chip in around $50 for a piece of the settlement :-).
The title is missing an ‘n’. It is “Owned a billion dollars in Nvidia stock”. The author owned a billion dollars of Nvidia stock but did not own another, separate, billion dollars of Nvidia stock.
If they exercises the rights would they have HODLd to now anyway prolly not. They might have $1m in SP500 index though or similar.
Imagine being owed that when NVDA went parabolic. What a stressful, crazy waiting game that must've been.
everyone judging the author but 1) i bet everyone in this forum has at least one bunch of stock from some startup that is going nowhere and they couldn't care less 2) very few people would have the Chutzpa to post such a story here, which was an awesome one to learn.
NOPE
this is like finding your harddrive with 13,000 bitcoin but it's encrypted and you forgot the password
This is literally how easy it was for boomers to make 1Bn USD.
Great story, thanks for sharing.
Thanks for sharing, Eric.
I learned a long time ago that everyone has a story of missed mega-riches in Silicon Valley. I have a few of my own :-)
Bought $1000 of MSFT right after IPO. Went up 20% very quickly. Sold it immediately feeling confident I'd done the right thing. Worth $5+ million now I think?
Yep, I bought Apple at $19 after Steve Jobs went back to Apple. Sold them at $80.
I bought a cup of coffee for ~10.5 Bitcoin back in April 2011.
Where did it come from? Well, I was curious how Bitcoin worked, so I set up a little mining rig and let it run at night on my work computer. So, other than my time, which I think I did on work's time, and the power, which I think I used work's power... I saw it as a free cup of coffee.
Honestly, I was just so happy to find a booth at a convention that actually took Bitcoin that I didn't mind the crappy exchange rate.
But anyway, I don't think regret is a particularly useful thing to hold onto. You can regret things you did, and you can regret things you didn't do. Either way, there's nothing you can do about it. It feels like baggage. Hold on to too much of it and you sink. You have to find a way to rise above it and keep moving forward. If you don't, you'll drown.
I say that as someone who learned this lesson the hard way.
I spent 3+ years in a legal battle with an insurance company and their contractor that ultimately cost me more than $500,000. I was right. Period. I had been wronged. Period. The contractor and insurance company both lied and I had ample documentation of them doing so, and doing shoddy work. What I was asking for was completely reasonable. But who cares? That's not how the courts or the legal system work.
What I learned from the process was that most people just get screwed over when they go up against big companies. And it's not even close. I'd guess something like 75% of people who get into a fight with an insurance company end up losing -- and it's probably higher than that if you factor in the people who simply give up. Eventually, you have to decide whether continuing to fight is worth what it's costing you.
There will always be another "I almost caught the fish!" story to tell. Life is long. Learn from the mistakes, let go of the things you can't change, and do your best to keep moving forward.
Some situations just suck. Best not to think about it them too much.
What was the final result of your legal battle with the insurance company and their contractor?
Author here. I wanted to share this piece of personal and technical history from the early days of 3D graphics. The article covers the meeting on my houseboat with Jensen, Curtis, and Chris in 1993, working on biquadratic texture mapping for the NV1, and how Microsoft’s sudden pivot to triangles in DirectX nearly broke the company before their pivot to the RIVA 128. It also digs into the paperwork anomaly I recently uncovered regarding my Technical Advisory Board options and the vesting schedule. Happy to answer any technical questions about the early 90s VR/graphics scene or the NV1 era!
You lived on a houseboat named SS Vallejo in Sausalito...
Any chance it was THE Vallejo where Alan Watts lived, and the grateful dead once played? Or maybe she was just named in homage?
Either way, it's very cool! Thanks for the great read.
Yes, the S.S. Vallejo. Formerly owned by Jean Varda and Alan Watts. I lived there from 1990 until 2023.
I bet that was something! I just re-watched one of the Watts videos he filmed on the Vallejo a few weeks ago.
I imagine that living in a place with that sort of history was the kind of experience one can't really convey in a few words online, but if you have written about it (or intend to) I would certainly love to read more.
Indeed. The boat was - and as far as I know still remains - one of those very special magical places on the planet. Built in 1879, and still sturdy and loved, evidence perhaps of Taleb's principle of antifragility. Some tales are in my as-yet unpublished autobiography. Kinda chilly in the winter though.
Did you take it to Tonga with you?
I was in on the ground floor of WiFi, in that around 1995 I did a significant chuck of the work that proved that WiFi works, and my work at a university lead to the formation of a company that put WiFi into the market (Radiata). The IP situation was murky. A patent holder made about $1b and the company sold for $560m (in 2000). I gather the university complained and got a good chunk of "go away" money. I could have thrown my hat in the ring: maybe I would have got something, maybe I wouldn't have. Either way, I walked away, as I judged it wasn't worth the non-financial cost. 30 years layer I still think I made the right decision. I might have been living in a nicer house, but I wouldn't have the life I have today, which I am happy with.
I don't know your situation in life, but if your experience is anything like mine I reckon you've probably made the right decision.
Usually the university takes half of any funds, faculty takes half, and whatever is left over is split between the associated academics.
You were lucky, as most university contracts clearly state they own all associated IP created while working on campus. They could have legally given you $0, and end of employment notice. These things can get messy fast. =3
> These things can get messy fast.
Yep. I was on a fixed term contract, which had expired, even though I was still working on the project well after its expiration. It would have been interesting to argue that any IP assignment expired with the contract. As you said: messy. As I judged: not worth it.
Quads and biquadratic texture mapping truly were an awful choice and it's incredible that the company still pulled through. I have an NV1 floating around somewhere; I should dust it off again.
I'm familiar enough with the history, but I really have to wonder why quads were pursued. It seems like even at the time, triangles were the obvious long-term bet. Of course it's never quite that obvious at the time, but nevertheless quads seem like one of those weird tech offshoots that are simply too different to ever get traction, like ternary arithmetic. And the trajectory of transistor counts was such that per-pixel division for perfect perspective correctness was simply inevitable.
Do you still program for fun ?
I’m in a small game dev group and I very much enjoy seeing how older engineers tackle problems.
Yes. I do a lot of embedded systems things and recently some agentic auto-improvement with local LLMs on a strix halo. "Older Engineers".
Thank you for your response.
I hope to have such a retirement, although my interest is primarily in video games.
I dream of making high quality games that you buy once, and after a bit I’d open source everything. I’d also love to hire a small team, I’d probably move to a cheaper country though.
Unfortunately the game industry is a horrible business if you need to make an income though.
In 1989 I was consulting for a large company in NYC that hired you to give our small UI/UX team a demo of your VR system. I still remember strapping on the headset and looking around the virtual world. I might even have your business card somewhere!
I seem to recall that large company was Citibank, and that they were surprisingly open to the strange new tech of VR. Though perhaps there were other large NY firms with small UX groups I demoed to...
Yep, that was it. Our department (Humanware) was quite forward-thinking, and an anomaly in an otherwise conservative institution. Unfortunately we never ended up using VR in any of our products! They also brought in Edward Tufte, whose show-and-tell included his personal copy of what was likely Sir Henry Billingsley's 1570 English translation of Euclid's Elements.
What was your gain on the 15,625 shares you did own? What year did you sell them?
It sounds like he probably forgot about them until his trader friends brought up nvidia. Otherwise why would he go digging through his documents upon being reminded?
How bad was the motion sickness back then and what kind of hardware were people using for the headsets?
Did anything progress past tech demos?
Frame rates were low because of limited rendering speed and tracker lag. I did a lot of VR demos starting in 1989 at Autodesk. Not much motion sickness, perhaps 2% of users. The first HMD we used at Sense8 was by Virtual Research (Bruce Bassett) with LEEP optics. And I just found out that John Ternus worked for Bruce. Small planet.
Beyond tech demos, yes, lots of customers of the WorldToolKit product. From NASA to artist Jenny Holzer. Sense8 was acquired in 1998 by Engineering Animation.
The Kingdom of Tonga stood out to me. Are you still there? Why were you there? It's a very interesting place, especially for anyone not from there. I'm only adjacently aware as someone who spent most of my life in a different Polynesian country.
Long story, but HM George V and I were good friends and business partners in some ventures. Most significant of which was the commercialization of the .TO ccTLD, in 1997, the first to compete with .COM. Do a search on my name and Tonga for details.
You sound like a character in a Neal Stephenson novel (in a good way!). I don't suppose the two of you ever had contact?
Was curious too and this came up: https://www.irishtimes.com/news/to-be-or-not-to-be-1.101984
9,375 × $0.05 = $468.75.
So the dispute is basically over whether NVIDIA incorrectly prevented a guy from buying $468.75 worth of additional founder-era stock, which through NVIDIA's subsequent growth and splits became approximately $1 billion of stock thirty years later.
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Don’t jeer or snipe on HN. Even if your framing is true, it’s an awful way to address anyone. If it’s false (which it likely is) it’s utterly vile.
We recommend reading the article before commenting.
tl;dr
OP was not given all of the shares earned at the time decades ago and didn't realize that they should've been payed out, but after engaging in a lawsuit realized that the court would likely not grant the case give the statute of limitations.
Kinda like all the Sony game 'owners' not carefully reasing the legally binding contracts they're always signing realizing that they are not in fact purchasing a gauranteed lifetime access to the game.
I think that's an overly charitable reading.
Whether they "earned" them is disputable — the offer letter specifies one vesting schedule (25% every year), the "cover sheet" from the options agreement specifies other (25% every _quarter_).
So — the OP got the shares he was promised in the original offer letter; but later discovered that some of the documents he later got implied that the vesting schedule should be accelerated compared to what he agreed to.
I think that is probably the funniest way possible to earn a billion dollars; but whether he's "owed" that money/shares, is... up for a debate.
No. Owner did not exercise all of the options he was entitled to because he relied on a miscalculated value in a letter reminding him he could exercise them. So he should have paid them and he’s arguing it’s their fault he didn’t remember the other options.
Correction: The writer chose not to engage a lawsuit after receiving advice it was likely to be dismissed given 30 years had passed.
Correction: the author accepted a grant for X options, that they must exercise to own. The author exercised a percentage of the options. They did not exercise all of their options. They left the company without exercising the remaining options. This is equivalent to forfeiting the options.
Now, 25 years later the author is preparing a litigation.
> Then, in April 1996 - by which time I’d expatriated to the Kingdom of Tonga
It annoys me every time I read the word expat and its derivatives. You became an immigrant, by emigrating to the Kingdom of Tonga. Only because you are white and rich doesn't change the concept of emigration to warrant a word with less stigma.
Immigration is a tricky subject with many nuances, pretending otherwise i.e. driving the immigration = bad line and calling immigration that affects ourselves or that we don't find objectionable expatriation is disingenuous and hinders good quality discourse about the topic.
Oh man, who said the author was white? And why would this even matter for this post? I can't believe how some people manage to bring up the race issue in any possible context, regardless if it's relevant or not.
For me it's not a race issue, it's an observation that I've only ever seen white people call themselves expats. I had guessed given the silicon valley, wealth background and posting on HN, that the author was white, and a quick image search confirms my assumption.
Since I don't want to derail the discussion I'll leave it at this and here this food for thought if you haven't confronted the topic give it a chance. A compelling definition of privilege is "Not having to think about X". Not having to think about the price of groceries is or more clearly the inverse of having to is symptomatic of poverty. Similarly, not having to think about one's skin color is a form of privilege. That's why many find it offensive to bring up, because normally they aren't confronted with it. How many times did we get suspicious looks because we are white? s/white/black and hopefully you see the point.
If he was writing to the people of the Kingdom of Tonga, it might make sense to describe himself as an immigrant. If his audience is largely American, though, the story is much more clear with "expat".
Yep.
"Goodbye, USA friend, I am emigrating to Tonga so I won't see you again."
"Hello my new Tongan neighbor! I am an immigrant to your beautiful country."
"Hey, buddies at my high school reunion, I'm doing great thanks! I am an expat living in Tonga these days."
"Emigrant" exists but almost unused (perhaps other than in specialist policy writing.) "Expat" is the common agent noun for "Emigrate."
The astroturfing on this is insane.
Amazing how differing the opinion is here based on who is being fucked over by legalese, if it's an individual -- yep you signed the agreement, can't do shit. If's a company who bungled something -- woops, it was an honest mistake.
Almost as if people here go an extra length to be shit eating morons.
Big mistake.
These matters are not purely legal nor purely right and wrong.
They are personal and political too.
This is a fight you should have fought.
Well in reality it’s not that big of a mistake because he probably would have sold these shares when he sold the first 62.5%……which I assume was not recently
It’s meaningless anyway because you spaffed them all away. The shares you had were enough for multi-generational wealth. The only reason you’re mad is because you want more money today to spaff. Had you been given the full amount back then, you’d still have nothing today.
And if both parties intended for it to be vesting over four years and you both acted in line with that intention, then the written contract has been superseded by your actions.
Eg You’ve worked there for 10 years, the contract you signed says you get paid 100k but you’ve both since sent letters agreeing to 150k and they’ve been paying you 150k the whole time. Would you accept them taking back 500k because of the original contract? Of course not, because you’ve both agreed to accept the new terms through your actions.
The author didn't appear to be mad to me when I read this.