My ex-cofounder owns 22% and hasn't answered a message in 14 months
Solo founder & CEO of a Seed Marketplace (B2B) in 🌍 Unknown.
We split 60/40 on a handshake in year one. No vesting, no cliff — we were friends and documents felt like distrust. He left 14 months ago ("burnout, no hard feelings") and renegotiated on the way out to 22%. I kept building alone. He hasn't replied to anything since last spring.
It gets worse: early on I also gave an advisor 2%, fully vested upfront, for intros. The intros became three meetings and zero checks. So 24% of my cap table is people who don't work here, and now that we're raising a seed the fund I want flagged it in the first meeting. The partner literally said "I'm not pricing a company where a quarter of it is dead weight."
We're at $9k MRR. I can't afford a litigation budget, and I'm not even angry at him — I'm angry at 2023 me who thought paperwork was pessimism. What are the actual options here? Buyback with money I don't have? New entity and asset transfer (which sounds like a lawsuit invitation)? Beg?
Been through almost exactly this — 19% with a departed cofounder, discovered during seed diligence. What worked, in order:
Got the term sheet FIRST, conditional on "cap table cleanup to the investor's satisfaction." That condition is your leverage. Dead equity isn't just your problem now — it's his. His 22% of a company that can't raise is 22% of zero, and the investor's lawyer will happily put that in writing.
Sent the ex-cofounder one short message through someone he still respected (our first angel): "Round is signed, conditional on a buyback. Offer is X for most of your stake, you keep a small slice, mutual release, 30-day window or the round dies and we both own a corpse." We bought back 14 of his 19 points for $18k paid over 12 months, he kept 5% as the price of his first two years. He signed in nine days. Silence ended the moment there was a deadline with money attached.
The advisor is the easy one. I asked ours to convert 2% upfront into 0.5% on a fresh 2-year vest, framed as "the new lead requires standard advisor terms." He grumbled and signed in a day — nobody wants to be the reason a round dies over intros that went nowhere.
Don't threaten litigation. The moment lawyers enter, everything freezes for a year and the fund walks. The forcing function is the deadline, not the threat.