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I will draft a robust reverse vesting agreement for startup founders
Licensed US Attorney, Bulletproofing Startup Equity, Founder Agreements
I am Mark Clayton Choate, a licensed US Attorney (Bar #o206229) specializing in corporate structuring, founder dynamics, and venture capital readiness. I provide ironclad, legally binding frameworks t...
About this Gig
I am Mark Clayton Choate, a licensed US Attorney (Bar #o206229).
If you and your co-founders have already issued all your shares upfront, you have a massive problem when it comes time to raise venture capital. VCs will demand a Reverse Vesting Agreement.
In reverse vesting, founders own their stock from day one, but the company retains the right to repurchase unvested shares (usually for pennies) if a founder quits or is fired. This protects the company from founders walking away with massive, unearned equity.
Why Choose My Services?
As an attorney, I draft Reverse Vesting Agreements that are aggressively protective of the entity while remaining fair to the founding team.
Included in the Documentation:
- Company Repurchase Rights: Strict legal mechanisms for buying back unvested stock.
- Vesting Schedules: Time-based or milestone-based release of the repurchase right.
- Leaver Provisions: Clear legal definitions of "For Cause" terminations vs. voluntary exits.
Do not wait until investor due diligence to fix your equity. Secure your corporate structure now. Choose a package to get started.
Field of law:
Business (corporate)
Target country:
United States
Legal consulting Gigs are not screened
Please note that there is no screening process for this service. We recommend that you message the freelancer and check all necessary details before placing your order. Pro freelancers in this category have gone through a vetting process. You can find more details here.
FAQ
What is the difference between Vesting and Reverse Vesting?
In normal vesting, you earn shares over time. In reverse vesting, you get all shares upfront, but the company has the right to buy them back if you leave before a certain time.
Why do VCs prefer Reverse Vesting?
Because it allows founders to own their shares for voting and tax purposes immediately, while still protecting the company if a founder abandons the project.
Does this document relate to the 83(b) election?
Yes. Reverse vesting is specifically used so founders can file an 83(b) tax election. (Note: I provide the contract, but you must file the 83(b) with the IRS within 30 days).
Can we implement this if we already formed our company months ago?
Yes, this is incredibly common. We can draft this agreement to retroactively apply a vesting schedule to previously issued shares.
How is the repurchase price determined?
How is the repurchase price determined? The agreement typically stipulates that unvested shares are repurchased at the original purchase price (often a fraction of a cent per share), penalizing early departure.
