About a year ago, I started working for a company (I'll call them Company A) and helped develop a web application for them. Eventually, my manager asked me to make changes to the application for another company, Company B, who was using the code I helped develop. I didn't find out until some time later that Company B did not have a relationship with Company A, although I continued to help Company B after finding this out. My manager also told me that he was looking to leave Company A and join Company B, and bring me along with him. At first, I didn't have a problem with this, but lately I've been thinking about it and wondering if working on Company A's code for Company B is the right thing. I checked my company's employee manual about intellectual property theft for software and it looks like what I did might get me and my manager in trouble. I've also been concerned by the suspicious nature of my manager (for example, asking me not to store information about Company B on my laptop, and asking me to put Company B's code in a separate directory on Company A's server in case it needed to be deleted).

I'm asking if I should report this to my company. I'm worried about doing so because a) I don't want to get my manager in trouble unless I'm sure what he's doing is a violation of our company's rules, and b) I'm afraid if I report this and my complicity in this that I would lose my job or, worse, face legal action.


I spoke to Company A's President/COO and told him what was going on. He said he would discuss the matter with some people at the company, including someone from the legal department. He also told me my job should be OK because I came forward on this myself. We'll see how everything goes.

By the way, one thing I didn't mention was that in order to give Company B the code, my manager had to clone one of Company A's servers with the code on it. So whatever information was on that server (files, login accounts, the application database, etc.) was potentially given to Company B, so it may be a lot worse than just sharing code.

  • do you have the instructions from your manager in writing? – Kilisi Dec 6 '15 at 0:23
  • I have some emails he forwarded me from Company B, including login information and assignments he wanted me to do. Most of our communication was verbal, so I don't have a big paper trail. – Grrrrrrrrrrrrrr Dec 6 '15 at 0:56
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    bad move, but better than nothing. I would front up, if you get caught doing this sort of thing, that can follow you around forever. – Kilisi Dec 6 '15 at 1:10
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    Lawyer up. If you keep following this manager you WILL get into huge trouble. – Nelson Dec 8 '15 at 1:07
  • Good thing you decided to speak out when you did. I hope all goes well for you. – rath Dec 12 '15 at 13:53

Without more information, it certainly seems like your manager is up to no good. Your best option is to protect yourself in every way possible, because I can practically guarantee that if things go bad, your manager will leave you in it without a moments hesitation if it makes it easier for him/her.

So gather all documentation that you do have, get a copy of what is on the server if possible and cover yourself by taking it as high up the food chain as you can. Collusion looks a lot worse if you can't say you didn't realise it was suspicious and were just following orders.

I can't tell you what the outcome will be, but if you do get caught out it's the sort of thing that could follow you around forever in the industry. So it's a lesser risk letting Company A know. Relying on a crook for your future job is not a great idea.

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  • Thanks, Kilisi. When you say get a copy of what's on the server, do you mean Company A's server or Company B's (because Company B has several servers that the code was placed on)? Also, the president and COO of our company works out of our office. Should I go straight to him or should I ask to speak to an HR representative? – Grrrrrrrrrrrrrr Dec 6 '15 at 17:12
  • I meant Company A's server, no point in burning bridges at Company B just yet, concentrate on clearing yourself first. Personally I would take it straight to the boss if possible and avoid any internal politics that could happen by taking it to HR, but that would depend on your relationship. – Kilisi Dec 6 '15 at 19:09
  • I don't know the COO very well, or how close he is personally to my manager, but he's the highest ranking employee in our office. I don't believe there are HR people, if we have any, in our office. I could go to other employees I'm closer to, but they're also close to my manager so that would be risky. – Grrrrrrrrrrrrrr Dec 6 '15 at 19:33
  • higher the better I would think. Prepare well because you could end up in a threeway meeting with the manager involved. Hopefully not, but it's a possibility. – Kilisi Dec 6 '15 at 19:38

If it was / is theft is a legal question

We can definitely call it questionable. When you first engaged you did not know it was questionable but you continued after you realized it was questionable.

So it is down to a risk analysis of:

  • Come forward now
    There will be consequences but this will minimize your penalty. You would likely not lose your job. Hopefully you have evidence you were doing what was instructed by your boss. If the work is totally legitimate then you still lost ground with your boss.
  • Anonymous whistle blower
    Not good as it will come back to you. If you are going to report then report it directly.
  • Don't come forward but refuse to work on Company B
    This is not really good as then your boss has lead and may try and dump it on you.
  • Continue to work on Company B stuff
    You might not ever get caught but if you do then likely negative consequences.
  • Continue to work on Company B stuff and go with your manager to B
    You might not ever get caught but if you do you are fully complicit
  • Wait for your manager to leave and then report it
    What is good about this as it is clear that your manager was the lead. Your manager is no longer at your current company so cannot directly impact you. Play dumb. I was surprised he left for B and be aware he had me working on stuff for B. Don't collect evidence on your manager as it will indicate you suspected the activity you participated in was wrong.
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  • I'd be fine with stopping all work for Company B and not going to work for them. My concern is my manager. Company A was recently bought by another company, and my manager indicated that I may be let go from Company A if he is not there to protect me (he even indicated that he already spoke up to someone about helping me keep my job). As I said, I would be fine with coming forward (and not anonymously) if I was not sabotaging myself by doing so. It seems like all situations are no-wins here except possibly the last one. – Grrrrrrrrrrrrrr Dec 5 '15 at 18:41
  • Uh, yes, there is a down side to every option. If your manager is leaving he is not going to be there to protect you. Your manager is not you savior here. – paparazzo Dec 5 '15 at 18:46
  • I have to wonder, though, if the part about protecting my job is part of the manipulation. I mean, since Company A was bought there have been a number of people who were let go, but I wonder if my manager is lying about protecting my job in order to try and sway me. He told me once that if I don't go to Company B, that would not affect my working relationship with him, but that doesn't mean he's not being manipulative to try and convince me to go. He also told me that he would protect me in all of this. Again, I don't know if that's true or not, and if I would take the fall along with him. – Grrrrrrrrrrrrrr Dec 5 '15 at 18:59
  • Wonder? Then, go with what you manager tells you. Sound like a real stand up guy. – paparazzo Dec 5 '15 at 19:05
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    I agree with @Frisbee that this is potentially very dubious, at one of my former employers it was spotted that a former employee was building an application based on an old branch of their software. They pursed the matter legally with both him and his new company. I don't know the outcome of the case but this isn't something I would want to risk personally. – Dustybin80 Dec 5 '15 at 21:09

What you did was wrong. This is obvious by looking at your manager's attitude and behavior. Your main focus (according to me) should be to get out of the mess and continue with good old life.

What I recommend: Strike a deal with your manager... Tell him that (i) You know that what he did and make you do was wrong, (ii) that you will not do any work for Company B and don't want it to be mentioned ever again and (iii) that only then will you forget this ever happened. If he tries to argue, tell him that you will report his actions and that he will face serious legal charges. He should realize that he is in a dangerous position and will probably agree.

NOTE: DO NOT be meek. Make him realize that you mean business. Courage is your weapon here.

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  • My first answer at The Workplace... Feel free to provide feedback! – undo Dec 5 '15 at 18:30
  • I'd advise against this course of action - by doing this, you are making yourself complicit in your manager's actions; if all this ever comes out via some other route, this is a sure fire way to make sure you'll be "guilty by association". – Philip Kendall Dec 5 '15 at 18:46
  • Philip, that's why I was thinking about coming forward myself. I felt there was less of a penalty if I reported everything that happened and showed that I was trying to do the right thing despite my involvement, than if Company A found out through other means and saw me as complicit and not working in Company A's best interest. – Grrrrrrrrrrrrrr Dec 5 '15 at 18:54
  • @PhilipKendall agreed... – undo Dec 7 '15 at 13:40

Transferring code from A to B is theft of trade secrets if the code is of a proprietary nature, which is a criminal offense. This type of theft is not often prosecuted, but when it is the employee may face a jail sentence and the receiving company may be sued for a lot of money. It depends how big the companies are and how valuable the source code is.

If you are transferring completely generic code, like, say a sorting algorithm, then it is OK, because that is considered "tools of the trade" which are your own property. But if there is anything that is specific, then it belongs 100% to company A and it is crime to transfer it elsewhere or reveal it to a third party.

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    You haven't given the OP a solution... only told him what he already knows... – undo Dec 7 '15 at 13:41

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