Founders, consider ‘Reverse Vesting’ from the get go

Founding a startup is a very exciting experience. It is a big personal jump. It is also a supreme moment of trust between the founders who are betting their future on one another. Many decide at a time like that to share their equity either equally or something similar to that. This is all good, however what will happen if for whatever reason a founder will decide to depart the venture after a year? Does the departing partner still need to hold 50% of the venture? What is the value of idea and what is the value of building of a company?

There is a good mechanism I suggest every high-tech founder consider – ‘Reverse Vesting’. It is a legal mechanism which allows founders to receive real equity (not options), but provides the company the right to purchase the unvested shares in a minimal value according to a vesting schedule. Usually over 3-4 years with a cliff of 1 year. There are many variations that should be discussed among the partners and with a good deal making lawyer, but in general this is the concept. In my view it is critical.

In a startup where none of the founders is actually investing real money, I highly recommend considering reverse vesting. Why? because an idea in our world is not enough. It is only a start. Value is created by establishing a company, recruiting people, getting investment, building a product, getting it to the market and doing business. The founders that invest in time and effort should be rewarded. That’s the reason it is called “sweat equity” – in order to get it, you sweat!

Let the discussion begin.

3 thoughts on “Founders, consider ‘Reverse Vesting’ from the get go

  1. That makes a lot of sense, and keeps all founders “in check” and committed to the business for the long run. An attorney should have no problem crafting a founders agreement that addresses this matter.

  2. You move you loose,

    I wonder If agregators / integrators can become investors. Would resources (tools, hours of work, modules developed, administration facilities and good infrastructured) invested by software houses for equity can be “money like” entering in the risk equation of founders-VC’s.

    Motti – great blog.

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