This is an anonymous post from an Elpha member.

Cofounder role, equity, riskss and title

Penny127·Feb 22, 2021

Posted in:Elpha London Venture Capital Advice Compensation Fundraising Diversity, Equity & Inclusion Personal Growth Startups Vents

Hi Ladies,I'm looking for legal help/advice.I am a cofounder and my shares have not vested yet, approx 8%. The lead co-founder owns the other 60% or so and the rest is unequally split among employees/advisors/team/investors. I don’t have a seat on the board, only they do. The company started around 4 months before I joined, around a year ago, and have no revenue, no users but I've lead the development of a mvp and beta. We’ve raised some money and both work full-time on this, I have not received any cash, but they have for living expenses.Currently, we’re discussing terms. I do not feel like I have much say, and play more of an advisory role. A lot of the legal and company structure (including financial/cap table) were set before I took on this ‘symbolic’ title. I’m considering relinquishing this title.few questions:1. Does anyone know a lawyer in the UK I could speak with about my options? Preferably pro-bono lawyer recommendations :)2. what is a ‘cofounder’ to you? Investors/external people seem to be surprised to learn we are not remotely equal.3. What are the risks I’m actually taking by having such a title and being in this position?4. Am I crazy for having all these doubts?!! Anyone went through something similar I can speak to?Thank you!

teresaman·Feb 22, 2021

Hey anon! Letting you know I've consolidated your two posts on this and tagged this post with the communities you had shared in your previous one!

leighhoneywell·Feb 23, 2021

1. Does anyone know a lawyer in the UK I could speak with about my options? Preferably pro-bono lawyer recommendations :)fwiw you're unlikely to find a lawyer to do pro bono work on this kind of thing. but cofounder issues are standard startup-lawyer territory, so anyone in that space who's licensed in your jurisdiction will be able to work with you on this2. what is a ‘cofounder’ to you? Investors/external people seem to be surprised to learn we are not remotely equal.cofounders don't always have an equal split, but it jumps out at me that you're not on the board - you should be. it's also very odd that your cofounder is getting paid and you're not. here are a couple of takes i find helpful on cofounder equity splits. you'll notice that they offer the opposite advice (50/50 always vs never) but I think you'll find the answers you're looking for by reading both of them:https://www.ycombinator.com/library/5x-how-to-split-equity-among-co-foundershttps://www.danshapiro.com/blog/2011/04/startup-cofounder-equity-split/3. What are the risks I’m actually taking by having such a title and being in this position?the biggest risk i see is if the company tanks you've not even been getting paid for living expenses. given that the company has raised money, you should be.4. Am I crazy for having all these doubts?!! Anyone went through something similar I can speak to?you're not crazy at all, this situation sounds pretty wack tbqh.

Penny127·Feb 24, 2021

Thanks for your help! Yeh, unequal equity is fine. I’m more concerned about but not having a founders agreement, not even being the second majority shareholder, only allotted options and no vote/control but then being referred to as cofounder (for investors, accelerators and other opportunities) and increasing my responsibilities/duties seems a bit unfair. Am I wrong?

ElizabethOgabi·Apr 01, 2021

Hiif you DM me, I can refer a lawyer that I spoke to today, she was fine to answer questions. Thanks