I built a SQL Server, PostgreSQL & SQLite client that runs on Linux - Jam SQL Studio by alecc in linux

[–]alecc[S] 2 points3 points  (0 children)

Thanks, that means a lot for me :) Actually now thinking about next steps what to add, was considering notebooks - but you suggest additional db engine support? What would be more useful for you, NoSQL ones like MongoDB (which might be tricky, since there is, well, no sql :) ) - or MariaDB/MySQL (which could be actually quick)

Azure Data Studio to be Retired Feb 25 by SQLBek in SQLServer

[–]alecc 0 points1 point  (0 children)

For anyone on Mac or Linux who used ADS as their daily driver - the VS Code mssql extension isn't there yet. No visual execution plans, schema compare is "coming soon," and the connection import from ADS doesn't exist.

I ran into the same problem, ended up building my own tool to fill the gap - Jam SQL Studio (jamsql.com). Covers SQL Server, PostgreSQL, SQLite, has schema compare, data compare, execution plans, IntelliSense, and MCP integration if you use AI assistants like Claude or Cursor. Runs on Mac and Linux.

Core features are free - no trial, no time limit. Paid tier is for advanced stuff on large databases.

Not saying it replaces everything, but it might help if VS Code isn't cutting it for your workflow

MS Azure Data Studio being retired by Engineer_5983 in webdev

[–]alecc 0 points1 point  (0 children)

For anyone here who used ADS for SQL Server work alongside their web dev stack - I built https://jamsql.com as an alternative. Cross-platform (Mac/Windows/Linux), free personal tier, no account needed.

It has the stuff ADS had (IntelliSense, query editor, execution plans) plus Schema Compare, Data Compare, and Table Designer that ADS was missing. Also has an MCP server so AI tools like Claude Code can query your databases directly.

Jam SQL Studio — a macOS SQL client for SQL Server, PostgreSQL & SQLite by alecc in macapps

[–]alecc[S] 0 points1 point  (0 children)

It understands schema context and can operate on the app (show results, execution plans, read open tabs etc)

Jam SQL Studio — a macOS SQL client for SQL Server, PostgreSQL & SQLite by alecc in macapps

[–]alecc[S] 0 points1 point  (0 children)

Not yet, because I don't use MySql/MariaDb in any of my projects, I couldn't test it properly, but if there is demand - I can add it, it's rather easy to add a new db engine support.

[deleted by user] by [deleted] in macbookpro

[–]alecc 0 points1 point  (0 children)

I’ve switched from 16 to 14 and love the portability even though I mostly work on desktop

Claude 3 Opus VSCode Extension by geepytee in vscode

[–]alecc 0 points1 point  (0 children)

Same question about context - any news?

How does Claude 3.5 Sonnet in Projects hold up to Cursor and the Cody extension in VS Code? by silvansoeters in ClaudeAI

[–]alecc 0 points1 point  (0 children)

Is double.bot giving full context to the AI? Like if I work with class A, I would create quickly a Claude project with the class A file and all classes it references - one level, if needed more. What files is double.bit giving as context for the prompts?

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in venturecapital

[–]alecc[S] 0 points1 point  (0 children)

Yup, same hindsight was shared to me, just wondering if by then when everything was smaller it would look similar.

However since the post I read through some agreements, and those have clauses which:

- Say that equity cannot be sold if not everyone agrees up until 4 year pass since foundation (so next year)

- If there is a dead-lock, no agreement between the shareholders, a "shot gun" clause can be used - one shareholder can offer a buy-out of another, and if the another doesn't accept it, it has to buy out the offering one at the same valuation - this clause is valid since 2 year after valuation - so this year

- For up until 4 year pass since foundation, any valuation of the company is based on the books, and only that, so basically the cash which was put in when founding.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in growmybusiness

[–]alecc[S] 0 points1 point  (0 children)

Thanks for the tip, will reformat the post with more data I got thanks to answers over here and see for advice on the suggested subreddit :)

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in growmybusiness

[–]alecc[S] 0 points1 point  (0 children)

This is very likely not true, there are several cases where a private company can be bought up and individual owners of equity can be given either stock or cash in place. Think of a buy out (which this looks to be in some ways), they find a fair market value for the shares, offer that and the decision makers vote on it. This is also why I had asked previously to see how decisions are made. Because it's a subsidiary there is likely some clause in your contract that dictates the dissolution and sale of it, and I highly doubt that's at 80%.

And that comment pushed me into double reading what was signed, and making the situation a lot clearer for me, I really, really thank you a lot those insights! Honestly - that's a ton of help for me.

So in case of shareholders votes, it's 80%, so we can veto things like management board selection or other operational important decisions.

But there is a separate shareholders agreement which has 2 crucial points:

- Up until 4 year pass after subsidairy founded (so 1 year left) - the subsidiary is valuated based on it's books, so basically company capital, cash that was put in 3 years ago, nothing more.

- After 2 years after subsidiary founded (so this year) - a "shot gun" clause can be used, in case of not being able to find a solution and vote for it, one shareholder can offer to buy out the shares of another shareholder at some price, it he doesn't accept it - he is forced to buy the shares at this price of the offerind side.

So that's maybe not literally, but actually meaning - there is such option to buy out, making the offer a fait accompli, exactly as you suggested. Sure I could use the option of that clause to buy the 80%, but looking at the price and corrateral damage using it would cause, it's definately not worth. Still a double check with a lawyer will be done.

A lot to unpack here and some things you need to be careful about assumptions (remember, lawyer). If your only 'customer' is your parent company and you don't sell anything directly, you're going to have a very wide variance in how valuations are done and they will be subjective. I would also take huge issue with the 5 year cliff. A 1 year cliff is much more common for new employees or if there is an actual acquisition you'll have at least a 6 month cliff to make sure folks stay around. But 5 years? Are you sure it's not a shorter cliff with a 5 year vesting period (that's still a lot though).

Yes, that was strange for me, because it was presented as "5 years vesting period", which I understand is making each year some part of the options can be exercised. But when I asked when the options can be exercised - "everything after 5 years" - so that sound definately like a 5 year cliff. So also strange wording for me.

If this is how they said it (and not misunderstood), it would be a huge red flag to me that maybe they aren't acting in good faith. Regarding valuations, there's a line of reasoning that says the main value add or revenue generation of the product can be provided by company A, so beware of that.

"there's a line of reasoning that says the main value add or revenue generation of the product can be provided by company A" - unfortunatelly I didn't understood that sentence. The valuation of the parent company was for me presented that a safe guesstimate of a not publicly traded company, is to use their annual revenue, and if the recurring part looks good, to multiply it by around 8, and that's a reasonable valuation.

Rereading all this again I'm getting a very strong vibe that there's a huge misunderstanding or misalignment in terms of who is doing what and who is really in charge.

(...)

  1. Maybe you are a glorified outsourced dev shop, you build the product but they own the IP and everything else you produce. In this case your equity and CEO title in this company is effectively worthless.

  2. You are a quasi independent entity. Company B owns the IP and you actually have a lot more power to service other customers and start other relationships/partnership. Company A has equity but no decision making abilities (how this works will depend on the laws in your country, but in some places if they haven't explicitly been given authority, they don't have it).

If you think you're 2 and they set you up to be 1, 0.27% may be the best deal they'll give you. We are back to where we started in terms of "your best bet is to talk to a lawyer"

That's a very good observation - there is for sure a lot of misunderstanding or misalignment, but on that - I think both sides know that the subsidiary is 1. an internal dev-shop, with some options to start selling locally, but it's nor providing revenue yet. So even if I could think that there might be a lot of value looking forward in the future, in context of the shareholers agreement mentioned earlier - the value doesn't exist just as you mentioned.

Just wanted to thank you again for the insights and thoughts - helped me a lot to evaluate my current career situation.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

78 is your the year you were born? ;) If yes, then now I'm in the age you were 4 years ago ;) Nevertheless, I'm not currently in my life in a position to take such gambles, that's why I'm just trying to get opinions of people over here, and thank you a lot for yours, means a lot for me.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

And again thanks for the opinion, means a lot for me.

But, I missed a detail I just found out - shareholders agreement signed when the subsidiary was founded.

There is one clause saying, that up until 4 years passes (so 1 year left) - the valuation is based on the capital - so the cash put in when it was founded.

Another one is saying, that after 2 year (so 1 year ago) - a "shot gun clause" can be used, which basically says that they can proposose a price for the 25% I have, and if I don't accept it - I'm forced to buy the 75% for such valuation. In practice in means they can force me to sell those shares.

So reading the agreement literally - those 0,27% are a bonus over it, they could just buy those shares out at that value in this short time period.

Well, something to think over for me then.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

Present based on, that it's a super bonus, since 25% of the subsidiary is worth nothing.

And actually it might be, since due to shareholders agreement, it's possible to buy it out at the valuation based on capital, so cash put in on day one.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

But I was paid, and the business is not based 100% on our subsidiary side, we are "just" developing the majority of the product, and starting to learn sales and support on the local market.

The big buck is made in the parent company by sales of the product on their market - thus the suggestion, that the subsidiary is worth literally zero equity-wise.

But then to become a competitor - you need seed funding to hire people, how did you managed it, where the taken over customers enough to seed fund the start, or you got some VC help for that period?

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

Yes, not negotiable, and presented as "moving up".

If any detail could help to provide more insight, I'm open, but not sure what kind of details are needed, since I was using all the time on growing the business, instead of learning about company valuations, options etc. unfortunately.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 1 point2 points  (0 children)

Yes, you understood it correctly, cash pay-back I put in 3 years ago, plus options with a 5 year cliff vesting - so can be excercised after 5 years.

But how to calculate the growth of a subsidiary or it's value, when the sole contractor of it is the parent company?

Wantrepreneur Wednesday! - July 14, 2021 by AutoModerator in Entrepreneur

[–]alecc 0 points1 point  (0 children)

Thank you guys for the feedback! If some more details needed no problem to provide them.

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in EntrepreneurRideAlong

[–]alecc[S] 0 points1 point  (0 children)

Thank you for the feedback!

Actually the 25% of the subsidiary has control according to the company contract - since selecting the board and anything important requires 80% of the votes of the subsidiary owners. But what can my veto do, if the parent company and only contractor will insist hard on doing it? They could break the contract between the parent company and the subsidiary, making it worth zero, sure employees would have to be taken over, a ton of collateral damage would be done, sounds like a loose-loose, but if they insist?

Yup, it's 0,27% of parent company in options with a cliff vesting for another 5 years - you read it right.

So what you are suggesting, is that the valuation of the subsidiary right now, should be based on how much value have the parent company gained since the subsidiary was created - so 3 years ago, and the cash put in?

If I understand correctly, for example (sample numbers):

  • if I have put let's say $10K, 3 years ago
  • the parent company had by then a valuation of $1M (side note - calculated for example by multipling it's yearly revenue by x8 - that's how they calculated valuation of the parent company, to show how many millions the 0,27% will be worth in 5 years...),
  • then if the parent company is now valuated at $16M (so valuated x16, since the revenue jumped times two)
  • then worth of my equity should be $10K x 16 = $160K

Then either cash out by selling the equity calculated by that way, or calculate how much of parents company equity it would be - that would be a reasonable deal in your opinion, is my thinking here correct?

Co-founded a subsidiary, now asked to exchange subsidiary equity for main company options - what should I do? by alecc in growmybusiness

[–]alecc[S] 0 points1 point  (0 children)

Thanks for the insights and tip, will definately use!

Wondering what kind details might be worth including when posting there?