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This is the sort of thing that a decent corporate lawyer ought to be able to handle. Obviously not giving legal advice to anyone's specific situation here (and I don't have a current bar card, though I am a law professor), but generally there's an implied contract law duty of good faith.[1]

Dirty tricks like writing a contract that says something like "you can cancel at the end of a term, but you have to have a meeting with us," and the contract doesn't say anything about availability of meetings... then the company only offers meeting times after an automatic renewal in order to cheat people into giving them more money... well, that smells like a really good excuse for a lawyer to argue that the duty of good faith has been breached. And even if the company is honest that they were just unable to schedule a meeting beforehand, a decent lawyer might be able to come up with enough of a theory for recovery to negotiate something fair.

[1] https://www.americanbar.org/groups/business_law/resources/bu...

I really, really think folks are overthinking this.

This isn't a Comcast subscription. This is an enterprise software deal that costs many multiple thousands of dollars. Anyone that thinks that Carta was ever going to go "Oh, sucks to be you, you couldn't schedule your cancellation meeting before the renewal date, well, tough cookies, you have to pay us $18k for your next contract year" simply doesn't know how enterprise software deals work. There is no need to get a lawyer involved because all you have to do is call up Carta and say "Your shit is broken, there are no cancellation meetings for weeks."

To emphasize what I put in some of my other comments, sure, Carta needs to fix their shit, and I think the Techcrunch article is making it more about the fact that you have to have a cancellation meeting in the first place (which is a valid compliant), but this idea that it's some deliberate form of "dark pattern gotcha" just belies a misunderstanding of how enterprise software subscriptions work.

No one is overthinking anything. Carta's behavior is poor, self-serving, and definitely using a dark pattern. If they cannot promptly schedule a meeting, they should wave the meeting requirement.

Here are some other thoughts:

1) Canceling a subscription should be easy and take less than 3 minutes. There is nothing special about enterprise software subscriptions.

2) Requiring a meeting to cancel and then scheduling the meeting after the customer is charged a renewal fee is outrageous. This should never happen.

3) Customers tried to contact Carta and could not get help. This means they could not just "call up Carta" and tell them "Your shit is broken, there are no cancellation meetings for weeks."

It seems you've misunderstood my comment, as I mostly agree with your points. I'm just saying that the idea that startups need to get a lawyer involved to cancel your subscription is unnecessary. This seems like a pretty clear case of a fuck up on Carta's side, and usually when fuck ups are this obvious if you just point them out the company goes "Oh shit, sorry, we fucked up", which is essentially what happened here.

Did it? The response from Carta, as quoted in the article, was basically 'You still need the meeting, but the scheduling is was a one-off and we should be good now, otherwise you can always chat with us online'. I definitely don't see any 'Oh shit, sorry, we fucked up', it's definitely still 'That was just a glitch, all is well, continue to trust us'.

As a purchaser of a lot of enterprise software, I typically start thinking about renewal/cancellation 3-4 months ahead of the contract expiration. Sometimes earlier if we know we want to cancel.

But honestly, I always redline the auto renewal clause anyway so they want to speak with me.

This is it. I’m not sure what manner of business you work in/at/for but I do feel that there is a set and forget expectation with enterprise software in startup land. Once you’ve been around the block a few times on finance/operations, you just expect that things might not work efficiently/automatically and build in safeguards. That isn’t to say that Carta can’t do better…

This is correct. While there are certainly dark patterns and pain in the ass retention process hoops the company might try and make you jump through, putting in email that you want to cancel, calling and escalating until you talk to someone who will cancel your account, etc. will get your subscription cancelled. Should we have to do this as customers? No, but vote with your wallet and make a note you’d never renew until this kind of shit is fixed and they’ll at some point get the message.

Worked at a few SaaS companies and there are playbooks for retention, upselling, renewals, etc but if a customer wants to cancel, the company will cancel.

I’d put more weight on Carta in this example just having a broken process that I’m sure this negative press will incentivize them to respond and fix.

> simply doesn't know how enterprise software deals work

You have highlighted an even scarier issue... enterprise software deals, if they all work like this, are scummy and the "way it works" isn't okay.

> This is an enterprise software deal that costs many multiple thousands of dollars.

Really? I have some small angel investments and use Carta. The companies are seed stage. I’ve never considered it enterprise software.

> This is the sort of thing that a decent corporate lawyer ought to be able to handle.

I'm not saying you're wrong, but given that plenty of quite small companies seem to use Carta for handling their shares, it seems pretty ridiculous to have to pay for a lawyer to be able to cancel a subscription. Do early startups really need to keep a lawyer on retainer or be forced to pay by the hour for something like this?

Yes. Startups need and should be accustomed to working with a lawyer. They are needed very frequently in any real business.

I agree and I'm consistently flabbergasted at how many "entrepreneurs" see this as controversial or even wasteful. It's like the same take that "insurance is a scam". (I would not be surprised of these opinions were strongly correlated)

What kind of insurance because both health and auto insurance absolutely are. I don't think it's a coincidence that these two forms are also mandatory by law.

Insurance where there's a well defined insurable event that has a known in advance payout are great, life insurance for example. "Insurance" where the insurance company gets to decide if and how much to pay out is flat out bullshit. Everyone with auto insurance has experienced the— we decided the value of the car we declared totaled is $x where the cost of buying your exact car same year same mileage is at least $2x, usually $3x.

My favorite health insurance story is the one time I had to have an operation out of network because there were no in-network doctors that could do it. I got all the right paperwork, insurance said they would cover it, got it done and the cost was well beyond my out of pocket max. I called up insurance asking where my check was for the difference between my oopm and what I paid. Well guess what, the insurance company "decided" that the operation actually cost exactly my deductible so they owed me $0. The breakdown was hilariously bad, they claimed an anesthesiologist costs $17.

auto insurance definitely isn't a scam. it's not to protect the policyholder, it's to protect the people who the policyholder might run over.

I guess my disconnect isn't that I think startups shouldn't be accustomed to working with a lawyer, but that I expected they shouldn't need one for something like this. Maybe there are enough areas where a lawyer is needed that having one on retainer already should be something startups do, so asking them to help with this wouldn't be onerous.

Decent corporate lawyers are exactly the lawyers who are effectively bundling Carta into their services when you onboard with them. You get some VC investment, you meet with a lawyer from Cooley, and they set everything up for you. Part of that is Carta and it’s pitched as “everyone does it, it’s what investors expect.” I don’t know if they get kickbacks for this, but they really push hard for it. And then when you’re closing down your company, the Cooley lawyers are nowhere to be found unless you’ve set aside $30k for closing costs. So I wouldn’t expect them to come to your rescue when your bank account is nearly empty and you’re trying to cancel your Carta subscription. Oh and don’t forget you signed the rights of “transfer agent” over to Carta when you onboarded with them, so they control your shares.

Execs blaming the timing issue on a staffing change, but those same execs approved the workflow that requires the meeting before cancellation and didn’t have a redundant position in case the primary “customer success manager” was unavailable.

This is the same any-consumer behavior that makes people hate companies.

Gotta love that Carta’s competitors are selling that they don’t have the same cumbersome cancellation policy in the article.

Execs should be to blame for everything a company does. That's how leadership is supposed to work. Culturally we should not be okay with someone having power without the consequent responsibility. Hopefully we see that shift.

I actually think the opposite should happen. I think currently that much too much success of a company is attributed to its leadership, which is why execs are paid so insanely disproportionately compared to everyone else. When you start saying "You have to take the blame for everything that happens in a company", it actually ends up concentrating even more wealth at the top of the pyramid.

As a somewhat macabre example, with CEOs now literally becoming targets after the UHC assassination, I read an article on how many top execs now deliberately take themselves out of the running for CEO. Why put a giant target on your back like that, when you'd still be paid incredibly handsomely to be SVP or whatever but be 10 times more anonymous? So what that does is shrink the potential CEO pool even further, and then these folks demand even more compensation.

To emphasize, I think what we have at present is close to the worst of all possible worlds if CEOs are paid a king's ransom but then escape responsibility when shit goes bad. But I think a better answer is to more evenly distribute both the spoils of success and the responsibilities in a business.

I don't think that's the opposite? Seems like you also want the responsibility to match the power, I agree that in general it should be more evenly distributed, I want a system that can correctly capture outliers. I think that flattening would be the consequence if the power-responsibility curve became more linear, our current reality is nowhere near that.

It's broken at the most baseline level where an individual stealing $1k will face much harsher consequences than an employer stealing $1k of wages.

What happens when the employee steals $1k of wages (by slacking off or lying about sick days)? Even fewer consequences than occur when the employer fails to pay wages that are due.

The problem is you're not going to fix the obscene compensation scheme for the CEO position. There is no stomach for that.

So, I'm with OP. They're going to have ridiculous compensation, therefore they should have personal responsibility if something goes wrong. Justify that big paycheck and put your money where your mouth is if your want it.

I don't think that's the primary reason for CEOs being paid a lot. I think a much bigger reason is: For large companies that manage large amounts of resources, company-scale decisions are extremely impactful, and therefore it may be net beneficial to pay tens of millions to get someone whose decisions are slightly better. For example, someone who on average makes 0.01 fewer billion-dollar mistakes per year is worth $10 million per year on that count alone.

The risk/reward scale with the stakes. If billions are at stake, then it's fine if CEOs make millions. But yea, if you lose billions and destroy the company, the C suite should personally get cleaned out and creditors should be able to garnish their wages for the rest of your life like alimony. This stuff should be written into contracts to weed out grifters.

> If billions are at stake, then it's fine if CEOs make millions.

Not least, because the incentive to steal from your employer scales with the difference between your compensation and potential gains.

Do we really want someone making $50k a year also making decisions that could easily be corrupted to get millions in kickbacks?

That's right. "We didn't have enough people to schedule a meeting" is identical to "we failed to employ enough people to have the meeting". Lack of staff isn't an excuse, it's a root cause analysis.

Or a workflow that pauses charging a customer when a cancellation meeting has been scheduled. And lets the customer know it won’t be charged.

I don't know why anyone would willingly sign up for Carta these days.

Between this and the fact they got caught sharing private cap table data, it's like they're actively being hostile to their users.

The article pretty much explains why:

> “We switched from Carta to Diligent to try to reduce cost and it was a disaster. Switched back to Carta and will never leave again. It’s a 100x better product and keeps getting better,” posted Bill Smith, founder of Landing.

The 2 main issues that are discussed here actually don't seem like a big deal to me in the grand scheme of things:

1. While I think having to schedule a meeting to cancel is annoying, I think the issue in the article about not being able to have a meeting until after the renewal date seems like a pretty obvious bug to me in the sense that someone's calendar was hosed which is why cancellation meetings weren't available for so long. An f up to be sure, but this feels to me very like an unintended event that then gets amplified on Twitter/social media because the optics are so bad.

2. The cap data data issue was bad, but by all accounts Carta did an appropriate mea culpa, and in any case have gotten completely out of the "secondary market" market which was so problematic to begin with.

I don't mean to make this sound like I'm "letting them off the hook", but I'm just emphasizing that, in the business world, business leaders tend to look at things from much more of a direct cost/benefit analysis, and the pain points above just really aren't that big of a deal to most business leaders. Note that's considerably different compared to consumer products where people are much more likely to "rage quit".

And the fact is, everyone I know says Carta is excellent at their core functionality. As an employee with ISOs from multiple different companies that used Carta, I'd say that at least from the perspective of an employee equity holder that their product is very good.

Cap table data is one of those things that turns grown men into a bunch of high school gossipers. It is even more juicy information than salary data because most people know around how much money each position is paid in terms of salary. Stock ownership is a completely different story. Stock can be given to different employees at orders of magnitude differences depending on the position or stage that the employee joined at. I knew an employee who found out about another employee's stock grant amount. Once he found out, he refused to work hard at all because the other employee was "not as intelligent" or as senior as he was, yet he was granted 5x the stock because he joined earlier. It is no surprise that even outsiders of the company illegally share the data like high school gossipers.

They are still the most mature platform. Pulley seems to be catching up and is decent, but Carta has just been around longer.

Pulley had a big layoff recently. not sure what their finances are like or how long they will be around.

Bad leadership and rudderless product. I’d avoid like the plague if I were SWE/potential client.

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Agreed. We deliberately avoided them and just used an old fashioned spreadsheet plus lawyers and it worked perfectly fine and wasn’t that expensive. Maybe if you’re huge but at 120 employees this still worked perfectly fine for us. I got really turned off when they started hinting they would use customer data to offer services on top. Sorry but I have no interest in sharing incredibly sensitive data like that to help possible competitors.

Can you provide a reference to some news articles or other details on Carta sharing private cap tables? How did this data leak?

It leaked to other people in the company, who were looking to use that information for a secondary market product that Carta had. Since they know everyone who owns stock in company X, they know exactly who to approach about selling stock in company X on their brand-new privately held company marketplace (without the companies permission). https://techcrunch.com/2024/01/07/carta-the-cap-table-manage... for more. After this was discovered and widely reported they sold their private secondary market to another company, because it was impossible to regain trust.

They are also involved in trading lawsuits with former exec turned whistleblower for two different people. https://medium.com/@jerrytalton/when-your-company-tries-to-c... is the former CTO's take on the situation. https://levyvinick.com/wp-content/uploads/2020/07/COMP-for-D... is the former VP of marketing's filed lawsuit, I can't find a blog post from her.

Thank you, this is very helpful.

It's actually mentioned in the article OP posted, but if you want to read more you can here: https://techcrunch.com/2024/01/07/carta-the-cap-table-manage...

Here’s my Carta horror story, since we’re sharing.

I left my last company and had 90 days to buy my options. The day after I left the company (January) I exercised. The total I had to pay was about $20k. I didn’t think a lot about it after that.

6 full months later I get an email from Carta. It says my bank account transfer was unsuccessful. They had tried to pull the $20k from my account 6 months after I authorized it with absolutely no warning, and it had overdrafted my checking account by $1k (I don’t keep a ton of cash around).

Ok no big deal, I’ll move the money around and try again. Nope, Carta decided that after a single failed attempt at payment my options were PERMANENTLY canceled. Like, I no longer have the right to exercise them ever. No equity in the company for me, sorry.

After going back and forth with Carta they insisted they “had” to do this even though that’s BS. There’s no reason they couldn’t have attempted a second time to draw payment, they’d already waited 6 months.

To get the equity I had worked multiple years for I had to go to the CEO of my former company and beg personally. He got the board to back-date an equity offer for me of the same amount so I could exercise again. If I had left under left friendly terms I’d have been screwed.

So yeah, don’t use Carta.

> 6 months

That is one seriously fucked up delay.

I hate having to closely monitor "professionals" to verify they do their job.

hats off to the CEO of your last company

> The total I had to pay was about $20k. I didn’t think a lot about it after that.

You must be living in an entirely different world to me that you don't think about an upcoming $20K pull. I would have been calling up Carta after ~10 business days, if not sooner, if they were making me sit on $20K in cash.

> and it had overdrafted my checking account by $1k (I don’t keep a ton of cash around).

If a $20K overdrafted by $1K, then you had $19K in cash. I can't imagine what your monthly spend is like to feel the need to keep that much. I only keep $5K. First paycheck of the month comes in on the 1st, mortgage payment comes out on the 2nd, and I pay off the credit card. Anything over $5K left goes into savings. Second paycheck comes in on the 15th, pay off the credit card again, pay utility bills, car insurance, make my monthly IRA contribution, and then again throw everything over $5K into savings.

I’m glad that your takeaway from this was to criticize my personal finances.

This is concerning. Isn't this regulated? How is this allowed?

Should this not go away with the final rule from the FTC on cancellation. Ït should be as easy to cancel as it is to subscribe in the first place.

If that rule is law, then what are the fines that Carta faces if it does not adhere to that rule.

The FTC "click-to-cancel" rule is only concerned with subscriptions by consumers. B2B services, like those offered by Carta, are outside its ambit.

I don't expect that rule to survive. Last time trump took office he went on a petty vendetta through all government departments to try to undo every little thing obama did.

Realistically the FTC doesn’t have the staffing or expertise to act on much at all.

They can offer “rules” of questionable value post-Chevron, but even in areas like COPPA where they have clear statutory authority, and widespread lawbreaking, they do nothing.

However, like all things in the United States, justice is for sale, you just need to sue.

GitHub pissed me off recently by giving us a one month reminder of our renewal, but having required two months notice to reduce our number of seats. As a result, we are ending up paying for twice as many seats as we currently need.

GitHub is not the only game in town.

Hi,

I’m the founder of Eqvista — an equity management and 409A valuation provider. Eqvista is a strong competitor to Carta, and we’ve seen a significant number of migrations from Carta for several reasons, including costs, lengthy 409A valuation timelines, difficulty accessing support, and, more recently, adverse media coverage.

One common issue customers face with Carta is how challenging it is to cancel their subscription, as they try to prevent you from transferring your cap table elsewhere.

At Eqvista, we do things differently: - Flexible Plans: Cancel your subscription anytime, with no lock-ins. - Cost-Effective: Up to 70% more affordable than Carta. - Fast and Reliable Support: 100% responsive and dedicated to solving your needs. - Comprehensive Services: We handle $3 billion in client asset valuations monthly, onboard 400 companies every month, and currently serve over 20,000 entities on our platform. - Cap Table Audits: We’ll ensure your cap table is audit-ready and fully compliant.

If you’re interested in joining Eqvista, feel free to contact me directly at tom@eqvista.com.

We can onboard you now and you pay us once your Carta contract ends so you don’t have to pay for two platforms. We will migrate you for free - in 3 days!

Looking forward to helping more startups succeed!

Many thanks, and best of luck!

Tom - https://eqvista.com

That’s why there needs to be regulation that requires companies to have a monitored email inbox for this type of request. It’s ridiculous that having only a physical mailing address and/or phone number is still legal and acceptable in the US.

Can’t be bothered to build a single-click cancellation button (which by the way is also a great regulation where it already exists)? Spend more time going through legally binding cancellations in your email and potentially retroactively refunding charges etc.

It should not be my problem if a website is clunky, does not work on my browser, is inaccessible from abroad (and I want to cancel now) etc. – email always works.

There needs to be a rule that any recurring revenue service can be cancelled on the bank side. Then to cancel you contact you card provider not the company.

A UK direct debit is like this I think.

If this breaches contract then the service provider needs to get a lawyer.

The finance system should serve people first - and then tax and law follow. Obviously KYC AML excepted.

Such a system might knock 5% off the SP500 but we will live :)

Successfully cancelling/reversing a payment does not automatically extinguish any debit incurred, though. It's a great backstop to a company ignoring a cancellation, but I don't think it should be the default.

It would be great to integrate a cancellation mechanism into the payment rails though, i.e. allow sending a proactive signal "your customer wants to cancel their service and next payment will fail". But that's definitely not the case for direct debits, currently.

> Successfully cancelling/reversing a payment does not automatically extinguish any debit incurred, though.

The company could just not apply the debit, and instead send their customer a friendly message like,

"Heya! We regret to inform you that your payment method on file failed. We'll try a few more times over the next month, and then your account will be suspended, with the data retained for download/export and/or in case the account is reinstated. If you have any questions, or would like to make alternative payment arrangements, please call [phone number] during [normal office hours], and one of our billing specialists will promptly help you out. Thank you!"

This is r/assholedesign

Big shout out to Plausible Analytics. You click unsubscribe and you are taken to Paddle (I think). One more click and you are done. You get a follow up email which you can reply to or not. You are done.

Anyway. Startups - use Airwallex or similar and create multiple cards. Easy to cancel anything. Then if they wanna chat in April 2025 about it then sure.

TBF, the nature of the services Carta provides (equity management) are rather different from a web analytics company. Offboarding isn't necessarily as simple as shutting off the company's account.

Ok then ask for that shutdown money in advance. (Or write it off if someone churns).

Or make the recurring payments quarterly or annual.

It's not a money thing. It is a process thing. They have regulations that they must follow to off-board you.

It's a process thing but it's not a regulatory thing.

There are no regulations governing the transition of cap table management, as generally this thing is handled by most companies internally by their Legal and/or Finance departments. It's just tech that felt the need to create software for something that can be done in Excel.

I'm not sure you understand what I'm getting at here. Carta manages things like employee stock options. If a company has issued equity to employees or investors, they can't just shut off their Carta account and be done with it - those obligations need to be managed somewhere, and part of the offboarding process needs to be a managed handoff of that information.

I understand what you are saying.

They should still offboard of course!

They should design their service (as in customer service experience) to decouple cancellation from offboarding.

I cancel. I stop paying. Now do your offboarding process.

If that loses them too much money then ask for that upfront as effectively a retainer.

Now you go in to the relstionship eyes open. You pay 3 months upfront then you pay monthly. When you want to stop you click "unsubscribe" with a few are you sures.

Then you stop paying and they offboard you when they get their shit together. After cancellation and prior to that offboard meeting you are getting some bonus free subscription time.

If the offboarding dude is on paternity leave then treat it as extra free subscription as it is on the company not the customer.

Fighting to unsubscribe and chasing companies up sucks.

What makes Carta different? Why is offboarding more complex?

As mentioned elsewhere in this thread, Carta can manage assets such as employee stock options. A company can't simply close their Carta account and declare that their corporate equity is now managed elsewhere; there's regulations that govern how everything has to be handed off.

There aren't regulations on this.

Cap tables at most companies (including nearly all publicly traded companies) are handled internally by the Legal department or Finance department. While they may or may not use software more advanced than Excel to manage the cap table, they generally don't put all of their eggs in one basket and rely on a third-party SaaS to do this critical work for them.

> This is r/assholedesign

Don't bother posting it there though, or the mods will remove it because "umm well actually it could have just been an honest mistake therefore it's not asshole design".

The answer is to work with your bank to block payments. Equity is a legal contract, it's not going to evaporate because Carta says so. Carta isn't going to hire a debt collector against a well funded startup and get counter-sued / risk the bad PR.

it always annoys me how much will larsen is looked up to as a progressjve technical thought leader but carta is consistently just borderline antagonistic to its own user base.

Good thing Lina Khan is getting replaced so this can become the norm again.

Can't you ask your bank to blacklist transactions with a specific entity?

Best to never subscribe. These are messing up SaaS.

> The issue first surfaced on X after founder Sudarshan Sridharan of Pipeline posted about his struggles trying to cancel, writing, “I’m speechless at how anti-founder @cartainc is. They make it impossible to cancel your subscription or speak to a human support agent.”

Oh come on. What rock did that guy crawl out from under? That's industry best practice, especially the speak to a human part.

Just checked ... the company Sudarshan Sridharan founded ( https://withpipeline.com/ ) also offers a B2B Saas (for $150/month) and the terms of service outline that users can cancel inside the application itself (no certified mail or meeting required). Users can also opt-out of arbitration via email as well, not just by mail.

They need Churnkey

lol, meetings to let you cancel

I'd pop a letter in the post: notice of termination in accordance with the contract

then if they charged my card after the notice period they'd get a chargeback

play stupid games, win stupid prizes

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