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Founder Equity, Vesting, and Investor Rights

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By

ACL

The short answer

Founder equity is usually issued subject to vesting, so a founder earns shares over time and can lose unvested shares on leaving. Investor agreements often add rights, such as drag-along provisions, that let majority holders require minority holders to join a sale.

Where it fits in your case

Disputes usually arise when a founder leaves, when investors come in, or when the company is sold.

What to expect

  • Vesting and repurchase. Unvested shares are commonly subject to a company buyback when a founder departs.

  • Informal promises. Unsigned or verbal equity promises are hard to enforce, especially when signed documents say otherwise.

  • Drag-along rights can require minority owners to sell on the majority’s terms if the stated conditions are met.

  • Before raising money, investors expect signed founder agreements, IP assignments, and a clean cap table.

What we need from you

Stock or unit grants, vesting schedules, operating or shareholder agreements, investor documents, and any emails or term sheets promising equity.

Common misconceptions

  • “We agreed on the split with a handshake.” Without signed documents, ownership can be disputed.

  • “Drag-along lets the majority do anything.” Its conditions still have to be followed.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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