Founder & Co-Founder Advisory
Equity, Roles, Governance & Founder Relationships
Before a founding team puts anything in writing, there is a harder question underneath it: what did each of you actually agree to, and does it still hold up once the business is real? We advise founders and co-founders directly on that question, structuring the relationship itself, not just the document that eventually records it.
Structuring a new founding team, bringing someone in as a co-founder, sitting on an unresolved equity or roles question, or already in a disagreement that needs a way through? Tell us where you are and a member of our advisory team will assess it and call you back. No obligation.
Most founding teams start on a handshake and good intentions. The questions that actually need structuring rarely show up on day one. They show up once one founder has put in eighteen months of full-time work and the other has put in capital and occasional advice, and nobody has said out loud what that means for ownership. They show up when a decision needs to be made quickly and it turns out no one agreed on who gets the final call. They show up when a co-founder’s involvement has quietly dropped off but their equity hasn’t moved, or when two equal founders disagree on direction and there is no process for resolving it other than who’s more stubborn.
None of this is a drafting problem at the point it surfaces. It’s a structuring problem, and the document comes after, not before. That’s the work this page is about.
Six areas where founding teams most often need a structured, outside perspective.
We don’t tell you what split is “fair” or “correct” — no one outside your founding team can. What we do is help you evaluate each person’s contribution, past and ongoing, against the commercial and legal considerations that actually bear on equity, so you arrive at an arrangement you can both stand behind, not one you’ll quietly resent in a year.
Who owns which part of the business, who has final say in their area, and what happens when those lines blur. This sits separately from the cap table, and is one of the most commonly skipped conversations between co-founders.
How the two or three of you actually run the company together, day to day and on the decisions that matter, voting rights, reserved matters, and board composition, structured before there’s a disagreement to force the question.
Equity for work and capital not yet delivered needs a different structure than equity for what’s already been put in. We help you think through vesting and future-contribution terms before they’re needed, not after someone’s already walked.
What happens to a founder’s equity, role, and obligations if they leave, voluntarily, by mutual agreement, or otherwise, structured in advance so it’s a known process rather than a fight.
When two founders with equal or near-equal say disagree and neither will move, what breaks the tie. We help structure a resolution path for that scenario before it happens, while everyone can still think clearly about it.
This is a structuring engagement, run as a short, focused advisory process rather than an intake form.
We start by understanding your founding team as it actually is, who’s involved, what’s been contributed so far, what’s been agreed informally, and where the open questions sit.
Working through the relevant areas above directly with the founders involved, surfacing the considerations each of you may not have weighed the same way, and working toward a structure everyone can agree to.
We set out, in plain terms, the arrangement we’ve worked through together, equity treatment, roles, governance, and the mechanisms for vesting, exit, and deadlock, ready to hand to whoever drafts your governing documents.
At the end of the engagement, you receive a structured founder advisory memo covering the areas worked through, equity treatment and the reasoning behind it, role and decision-making allocation, and the governance, vesting, exit, and deadlock mechanisms agreed between you. It is a decision record, not a legal agreement, and it is written to be handed directly to whoever drafts your Founders’ Agreement or shareholders’ agreement, so the document reflects a structure you’ve actually agreed to, rather than a template filled in under time pressure.
For founding teams at the point where the relationship, not the paperwork, needs attention.
Working out equity, roles, and governance before the company exists on paper, so the entity is built around a structure you’ve already agreed on.
Already operating, without having formally worked through contribution, equity, or decision rights between you.
Adding someone with equity and authority to an existing structure, and needing that integration thought through rather than assumed.
At the point where a decision, a role, or an exit is actually contested, and a structured, outside perspective is what moves it forward.
The disagreements that end founding teams are rarely about the business itself. They’re about things that were never actually agreed, contribution that was assumed rather than discussed, authority that was never allocated, an exit that no one planned for. By the time any of that reaches a lawyer as a dispute, the relationship has usually already broken, and what’s left is damage control rather than structuring.
The value of this advisory is in timing. Working through these questions while the founding team is still functioning, and while everyone can still think clearly about the business rather than defensively about themselves, is what actually prevents the dispute, not the clause that gets written afterward.
This advisory and a Founders’ Agreement are two different pieces of work, done in a deliberate order. Advisory decides the structure, drafting documents it. Trying to draft a Founders’ Agreement before the underlying structure is actually agreed is how founding teams end up with a document that reads as settled but was never truly worked through, the gap usually surfaces later, at the worst possible time.
If you already know what you want your equity, roles, vesting, exit, and deadlock terms to say, and simply need it drafted into a binding agreement, that’s a separate, dedicated service: Founders’ Agreement Drafting. If you want to understand what a Founders’ Agreement typically covers before you get there, our guide, Founder’s Agreement: What Every Co-Founder Must Legally Settle Before Day One, and our clause checklist, What Should Be Included in a Founder Agreement, are the right starting points. This advisory is for the step before any of that, working out what the structure actually should be, between the people it affects.
Deeper resources on the specific mechanics behind each area of this advisory.
The mechanics of equity-split methods, for the “how,” once your structure is directionally decided.
A standalone tool for modeling contribution-based equity scenarios.
Contribution often includes IP, work, code, or designs built before the company existed. This covers how that gets assigned to it.
What the exit process itself looks like once a founder is actually leaving.
The equity mechanics on exit, vesting cliffs, buy-back terms, and what’s typically forfeited.
Deadlock and exit mechanisms as they appear in a shareholders’ agreement, once structured here.
This advisory is led by Prakhar Rai, founder of My Legal Pal, holding an LL.B and a Master of Business Laws from the National Law School of India University, Bangalore, with specialization in Corporate, Banking, Intellectual Property, Finance, and Securities Laws. Prakhar has advised founding teams on company structuring, governance, and commercial arrangements, and leads this advisory personally rather than handing it to a general intake process.
Reviewed for accuracy by Prakhar Rai, Founder, My Legal Pal. Last updated: October 2026.
Tell us where things stand between you and your co-founder, and we’ll work through it with you directly. No obligation.
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