Questions for your attorney
Founder vesting: Georgian + Western norms
Questions for your attorney: Founder vesting
Bring this page the week you incorporate, or — if you missed that — the week before your first priced round. Don't bring it after a co-founder dispute; by then the conversation is recovery, not prevention.
For our structure (Georgian LLC vs. Delaware C-Corp), what is the standard founder-vesting mechanism you'd draft? Walk me through the actual document type and the operative provisions.
What vesting schedule do you recommend for our team — 4-year / 1-year cliff, or something else — and why? Are there reasons to depart from the default?
How do we get vesting credit for time worked before incorporation? What documentation supports the claim, and what's the appropriate amount of credit for each founder?
What's the "for cause" definition you'd recommend, and how does it compare to the founder-friendly end vs. the investor-friendly end of the spectrum?
If we're a Delaware C-Corp (or flipping to one), exactly how and when do I file the §83(b) election? What evidence do I need that it was filed within the 30-day window?
For an LLC: how is the buy-back of unvested shares enforced if a departing founder refuses to transfer them? Is there precedent in Georgian courts, and what's the realistic timeline / cost to enforce?
What is the standard acceleration on change of control you'd recommend — single-trigger, double-trigger, none — and how does that interact with what acquirers typically demand?
For a Georgian-resident founder, what is the actual tax treatment at each vesting milestone, and again on any liquidity event? Walk me through a numeric example.
If we flip from LLC to C-Corp in 12–18 months, what specifically about our current vesting can carry over, and what do we have to re-document? Show me the conversion math.
How do we handle the awkward conversation with my co-founder? Is there a way to present the vesting agreement as the company's standard practice rather than something I'm imposing on them?