Most founder teams postpone their founder agreement for the same reason: everything is fine. The team gets along, everyone works hard, and drafting rules for conflict feels like planning a divorce during the honeymoon.
Then the first term sheet arrives, and the questions the team never discussed come back with a deadline attached. Investors will insist on vesting, leaver rules and IP assignments as a condition of their money — which means the founders will negotiate the most sensitive questions of their working relationship under time pressure, with an audience, and with someone else's template as the starting point. Five conversations, had early and calmly, prevent that.
1. Vesting: what happens to shares if someone leaves
The core idea is simple: founders earn their shares over time by staying and contributing. Without vesting, a co-founder who leaves after a year keeps their full stake forever, while the others build the company for them. Almost every founder team says "that would never happen to us" — and founder departures are still among the most common events in a company's early life.
The conversation to have: over what period do shares vest, is there a cliff, and what triggers acceleration? There is no single right answer, but there is a wrong process — waiting until an investor imposes an answer that fits their interests rather than yours.
2. Leaver scenarios: not every departure is the same
Vesting answers how much a departing founder keeps. Leaver clauses answer at what price and under what conditions the rest can be bought back. The classic distinction is between a good leaver — someone who leaves for reasons the team accepts, such as illness or an agreed exit — and a bad leaver, someone who walks out or is removed for cause.
The hard part is not the drafting; it is the honesty. Which departures do you consider acceptable? What happens to shares bought back — do they go to the remaining founders, the company or a pool? Teams that discuss this in the abstract reach fair answers quickly. Teams that discuss it for the first time when a specific departure is on the table rarely do.
3. Roles and authority: who decides what
Titles are cheap; authority is not. Many founder conflicts trace back to a question that was never asked: who has the final word on product, on hiring, on spending, on raising money? In a Swiss AG or GmbH, part of the answer is structural — some decisions belong to the board, others to the shareholders — but the day-to-day allocation among founders is yours to define.
Write down what each founder owns, what needs joint sign-off, and which thresholds move a decision from one level to the next. The exercise takes an afternoon. Its absence can take a company.
4. Deadlock: what happens at 50/50
Two founders with equal shares is the most common structure and the most fragile one. When they disagree on something fundamental and neither can outvote the other, the company simply stops being able to decide — and Swiss corporate law will not resolve the stalemate for you in any way you would enjoy.
A deadlock clause decides, in advance, how a standstill ends: escalation steps, a mediation stage, and if all else fails, a mechanism by which one side buys the other out at a defined procedure. These clauses are unpleasant to negotiate precisely because they are honest about the possibility of failure. That is also why they work: the best deadlock clause is one whose existence means it is never used.
5. IP: does the company actually own what you built
Founders routinely build the first version of the product before the company exists — on personal laptops, sometimes alongside an employment relationship with IP clauses of its own. Unless that work is expressly assigned to the company, the company may be selling something it does not own.
The conversation: what did each founder create before incorporation, under what circumstances, and has all of it been assigned in writing? The written assignment is a short document when everyone is aligned. It becomes a long negotiation when a departed founder realizes, years later, that the code base still partly belongs to them — usually at the exact moment investor counsel asks about chain of title.
None of these conversations is legally exotic. What makes them expensive is timing: had early, they are calm design decisions among people who trust each other; had late, they are negotiations between parties with diverging interests and a financing at stake. A founder agreement is ultimately the written record that the team did its thinking before it was forced to.
If your team has some of these questions still open, we are happy to help you work through them — before a term sheet sets the agenda for you.