On 15 May 2017, Vircon Legal co-founder Erdem Mümtaz Hacıpaşaoğlu joined İstanbul Bilgi University’s English MBA program as a guest lecturer, delivering a session on start-up law: covering company formation, founder arrangements and the early-stage legal essentials every entrepreneur should know.
Founders are three things at once, and the documents should say which
A founder is usually a shareholder, a director and a worker in the same person, and problems begin when the arrangement never distinguishes between them. Leaving the company as an employee does not remove someone as a shareholder; resigning from the board does not release a personal guarantee. Setting out each role separately — with its own compensation, its own notice and its own consequence on exit — is what a founder arrangement is for.
The uncomfortable conversations are the valuable ones. What happens if a co-founder stops contributing, how vesting and acceleration apply, whether decision-making stays with the operating founders through a dual-class structure or supervoting shares, and whether a departing founder is subject to garden leave. Agreed early these are cheap; agreed during a dispute they are not. See Corporate Law.
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