Vesting, IP assignment and the departure nobody plans for.
Esshaki Legal Media TeamCurrent as of February 2024
The most valuable document a new company signs is the one governing the
relationship among the people who started it.
Vesting on founder equity. Time-based over a period with a cliff, so that a
founder who leaves early does not retain a full stake. Repurchase rights at cost
for unvested shares, and consideration of whether vested shares are repurchasable
on a bad leaver event.
Acceleration. Single or double trigger on a change of control, and treatment
on termination without cause.
Intellectual property assignment in present-tense language, covering
everything created before formation and relating to the business, with a
schedule of prior inventions excluded.
Roles and decisions. Who decides what, and what requires unanimity. Most
founder disputes are about decision rights rather than about equity.
Departure. What happens to the leaver’s shares, their board seat, their
guarantee obligations and their access to information.
Compensation and expense. How founders are paid, and how expenses are
approved, before there is a finance function.
Deadlock. A mechanism, because two founders holding equal stakes is the
default arrangement and the default failure mode.
Confidentiality and non-solicitation appropriate to the jurisdiction.