Founder Notes

The governance know-how for a good journey.

In plain language, from day one.

How equity, ownership and decision-making really work, written by a startup lawyer. Clear foundations you can build the whole adventure on.

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Case Studies

Real founder stories, and what each one teaches about building on strong foundations.

Case Study6 min read

The Snapchat Cofounder Dispute: What Happens Without an Agreement

Reggie Brown says he came up with Snapchat's disappearing-photo concept and an early version of its ghost logo, then was cut out within weeks, with nothing in writing. He sued in 2013; Snap's IPO filing later revealed a $157.5 million settlement, without the company ever calling him a cofounder.

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Case Study6 min read

Zipcar's Cofounder Split: Why an Equal Share Is Not a Protected One

Robin Chase and Antje Danielson split Zipcar's equity roughly evenly in 2000. Danielson was fired within a year, Chase lost the CEO role in 2003, and both founders' stakes were diluted to a small fraction of the company well before Avis bought Zipcar for about $500 million in 2013.

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Case Study6 min read

Winklevoss v. Facebook: A Dispute Over Who Owns an Idea

Cameron and Tyler Winklevoss and Divya Narendra allege Mark Zuckerberg used their social-network concept, built while he was helping them code it, to launch Facebook instead. Facebook disputes that account. The parties settled in 2008 for $65 million; the Winklevosses' attempt to reopen the deal later failed in court.

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Case Study5 min read

Tinder's Founders v. Match and IAC: When Equity Protection Comes Too Late

In 2018, Tinder's founders and early executives sued parent companies Match Group and IAC, alleging a manipulated, lowball valuation had stripped away the value of their stock options. Match settled in 2021 for $441 million, just before the case reached a jury.

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Case Study5 min read

Who Invented Square's Card Reader? A Fight Over Undocumented IP

Washington University professor Robert Morley helped Square's founders build its first card-reader prototype and its reading algorithm. Kept on as an advisor with no equity, he sued in 2014 claiming he had effectively been cut out as a cofounder. Square settled in 2016 for a reported $50 million.

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Case Study5 min read

How Cookies Went Bankrupt: A Cofounder Deadlock With No Way Out

Cookies had raised $1.6 million and launched a real product when its two cofounders fell into a dispute the board could not resolve. Because the pending funding round needed every shareholder's sign-off, the deadlock and the cash crisis fed each other until the company had no way out.

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Browse every note

EquityNote 033

How to Bring On a New Cofounder

Adding a cofounder after the start is normal and risky in equal measure. A startup disputes lawyer on equity for late cofounders, vesting, IP, and why the existing agreement must be amended, not ignored.

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VestingNote 032

Should Founder Vesting Start Before Incorporation?

Your startup existed before your company did. A startup disputes lawyer explains why founder vesting should recognize pre-incorporation work, and how to set the start date without creating a dispute.

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Founder AgreementsNote 031

Template, Lawyer, or Platform?

A startup disputes lawyer compares the three ways founding teams get their founder agreement: the free template, the law firm, and the platform. An honest answer about when each one is right.

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IP and AssetsNote 030

Do Cofounders Need an NDA With Each Other?

Cofounders rarely need an NDA with each other: between people building together it is close to unenforceable and covers almost nothing that matters. What actually protects a founding team is a founder agreement with confidentiality, IP and departure terms.

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IP and AssetsNote 029

Who Should Own the Domain, the GitHub Org and the Cloud Accounts?

In the first years of a startup, ownership is mostly a set of logins. The domain, the GitHub org and the cloud accounts should be held for the company, with more than one owner. A founder agreement records where they belong and where they go at incorporation.

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IP and AssetsNote 028

You're Building a Startup While Employed. Who Owns the Code?

Build a startup while employed, and your old contract may already claim the code. Whether it does turns on whose time, whose tools, and whose field. A founder agreement is how you protect the startup's IP before it becomes a dispute.

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Departures and ChangeNote 027

Can You Remove a Cofounder Before Incorporation?

Before the company exists, there are no shares to take back and no board to vote anyone out. What exists is a web of promises and contributions, and it can be dissolved cleanly or messily. Here is the honest map, from a lawyer who litigated the messy version.

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Departures and ChangeNote 026

What Is a Deadlock Clause?

A deadlock clause is the mechanism that lets a company move when its founders cannot agree. Here are the main designs, from domain-based final say to escalation ladders and buy-sell clauses, and how to choose one before you need it.

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Departures and ChangeNote 025

Why Do Cofounders Fall Out? The 5 Triggers I See Again and Again

After years of litigating cofounder disputes, the same five triggers appear in almost every file: asymmetric commitment, the unexamined split, silent drift, the first real money, and deadlock. Here is each pattern, and the clause that defuses it.

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Coming next

  • What Belongs in a Founder Agreement, and What Does NotFounder Agreement
  • Your Cofounder Wants to Go Part-Time. Now What?Founder Equity
  • The 50/50 Split: Fair, Popular, and Sometimes a TrapFounder Equity

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