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Clawbacks, bad leaver clauses, cliffs, forced buybacks and non-competes. If your co-founder has put an offer in front of you, the answer to whether it is enforceable is in documents you already signed.
Founders in this position are usually working from what the other side says their position is. The real answer sits in three documents, and reading them takes hours rather than weeks.
This is where the repurchase right lives. It sets what the company can buy back, at what price, and in what circumstances. Everything else is downstream of it.
What has actually vested as of your departure date, and whether the cliff has passed. Founders are often wrong about this by a month in either direction.
Where non-competes, non-solicits and confidentiality obligations sit, along with anything about salary that could affect their enforceability.
Not statutory terms. They mean exactly what your documents define them to mean, and often the definition of bad leaver is narrower than the person quoting it at you would like.
Companies usually have the right to repurchase unvested shares, frequently at what you paid for them. Whether they can reach vested shares, and at what price, is the question that decides the money.
Some agreements accelerate vesting if you are terminated without cause. Whether a pressured resignation counts is exactly the sort of thing worth arguing about early.
Enforceability varies enormously by state, and in California employee non-competes are generally void. A long non-compete attached to below market pay is often weaker than it is presented as being.
Can they really take my vested shares?
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Sometimes, if your documents say so, and the price is often what you originally paid rather than current value. But this is asserted far more often than it is actually supported by the paperwork. Read before you concede.
Is a 12 month non-compete enforceable?
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It depends heavily on your state and on the circumstances, including what you were being paid. In some states this is close to unenforceable. Do not treat it as settled because it is written down.
I lent the company money. Does that change things?
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It should. If there is a signed repayment agreement, that is a separate obligation from your equity, and you generally do not want to hand back the shares that give you leverage before the loan is repaid.
Will you negotiate with the company's lawyer for me?
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In many cases yes. Tell us who is on the other side when you get in touch, because it affects whether we can act.
What does a review cost?
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We quote a fixed fee for reading your documents and giving you a written view of where you stand. If it turns into a negotiation, that is scoped and quoted separately before it starts.
Send us your stock purchase agreement and anything you have been offered. You will get a plain answer on what is actually enforceable before you respond to it.
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