standard Vesting Didn’t Kick In? — any advice?

Looking for advice on this situation. Cofounder Left After 6 Months - Standard Vesting Didnt Kick In? Any guidance would be greatly appreciated.

Details: I'm in a situation where I need to understand my legal options. Has anyone dealt with something similar?

Securities compliance isn't optional. Even for a friends-and-family round, you need a proper exemption (usually Reg D 506(b)). The penalties for unregistered securities offerings are severe and personal.

Securities compliance isn't optional. Even for a friends-and-family round, you need a proper exemption (usually Reg D 506(b)). The penalties for unregistered securities offerings are severe and personal.

At the seed stage, simplicity wins. SAFEs are simpler than convertible notes (no maturity date, no interest). But some investors prefer the forced conversion mechanic of a note. Know your leverage.

A few principles that come up repeatedly:

1. If there's no written vesting agreement — this is the worst scenario. Without a written agreement, equity ownership usually follows what's on the cap table/operating agreement. If your co-founder is listed as owning 50%, they own 50%, even if they stopped contributing after month 3.
2. Standard vesting — 4-year vesting with 1-year cliff is standard for a reason. Implement it from day one, even (especially) between co-founders.
3. "Acceleration" triggers — some agreements include single-trigger (all shares vest on change of control) or double-trigger (change of control + termination). Make sure you know which you have.

If you're in the middle of a dispute, the remedy depends entirely on your corporate documents. Get a lawyer to review your articles, operating agreement, any stock purchase agreements, and board resolutions.

Went through this exact nightmare. Co-founder owned 50% with no vesting, contributed for 6 months, then ghosted while I built the product for 2 more years. When we finally got acquisition interest, he showed up wanting his full 50%.

Ended up settling for him getting 15% (from 50%) after expensive mediation. The mediator's logic: he contributed meaningfully during formation but abandoned the venture, so a reasonable equity split reflected actual contribution. But we had no written vesting — the only reason he accepted 15% was because he didn't want to spend $50K+ on litigation with an uncertain outcome.

Lesson: GET VESTING IN WRITING ON DAY ONE. It's an uncomfortable conversation that saves you from a devastating one later.