founder-agreement-drafting-stephane-boghossian

What it does

A drafting-and-review copilot for a founders' / co-founders' agreement. It guides the user through identifying founders, selecting the appropriate instrument based on entity/jurisdiction, and building an equity and vesting architecture. It emphasizes drafting for the venture as a whole, not one founder, and provides a structured intake, mapping, and justification process. It supports two modes: DRAFT (intake → equity & vesting → clauses → blocker triage → pre-signature check) and REVIEW (audit an existing agreement against an 18-clause checklist and red-flag scan). It highlights handling high-dispute terms like equity split, reverse vesting, 83(b) clock, IP assignment, leaver provisions, and deadlock. It also references a broader methodology and references to local counsel for jurisdiction-specific terms.

How it works

• Phase-based workflow: Phase 1 intake and founder mapping; Phase 2 equity & vesting architecture; Phase 4+ (implied in description) further drafting and triage. It produces artifacts such as a founder-and-role map, entity/jurisdiction determination, and a contribution inventory feeding Phase 2.
• Step 1 establishes who is a founder and reconciles independent founder views.
• Step 2 determines entity and jurisdiction to decide the instrument (Delaware C-corp defaults lead to RSPA + CIIA/PIIA + bylaws; alternatives for LLC, UK Ltd, MENA variants).
• Step 3 builds a contribution inventory to inform the equity reasoning in Phase 2.
• Step 4 reasons the split using Wasserman/NBER critique and YC guidance, yielding a defensible rationale behind the chosen split and vesting approach.
• It forbids output of a false-precision percentage from a formula and requires written rationale behind splits.

When to use it

• Use for starting a founders' agreement in a Delaware C-corp context or when mapping terms across instrument rails.
• Use when you need to justify equity splits with a written rationale, not just numbers.
• Use in either DRAFT — full walk-through or REVIEW — audit mode to identify gaps against a checklist.

What it can touch

• Tools: Read, Write, Edit, WebFetch, WebSearch.
• It references entities, instruments, and terms like RSPA (equity+vesting) and CIIA/PIIA (IP) and bylaws for governance, under a Delaware default.

Caveats

• Jurisdiction-specific enforceability and tax implications are flagged to local counsel; the method does not certify enforceability.
• It requires explicit independent counsel for founders; outputs are neutral scaffolds, not legal advice.
• It emphasizes not outputting a precise numeric split without a written rationale and does not compute a precise percentage from a formula.