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SPZ Legal

2 resources from SPZ Legal we point founders to, and the questions each answers.

📄 Article
✓ Link checked Free Beginner

This is the explainer written for exactly your situation: two founders, 50/50, no tiebreaker. It lays out the full menu you can put in your shareholders agreement before you need it, from a neutral third party who casts the tie-breaking vote, to a mediation step, to the buy-sell endgame, and names each shotgun variant (Russian Roulette, Texas Shoot Out, adjusted fair market value at a 125% buy or 75% sell) so you can pick one deliberately instead of discovering you have none.

How to Resolve Deadlock in 50/50 Co-Founder Situations

From SPZ Legal by SPZ Legal 12 min read

  • Bake the deadlock mechanism into the agreement while you still get along; retrofitting one mid-fight is nearly impossible
  • A neutral third party who casts a tie-breaking vote keeps ownership 50/50 while ending the paralysis
  • Shotgun clauses come in flavors (Russian Roulette, Texas Shoot Out, premium/discount buyout) and you choose the one that fits your cash reality
Open spzlegal.com →
Answers How do we handle deadlock when two co-founders own 50/50 and cannot agree on a major decision?
📄 Article
✓ Link checked Free Intermediate

This walks the exact mechanics of moving equity from a 40% founder to a 60% one, and it splits the guidance into two scenarios: before money is raised (surrender-and-reissue shares at nominal value, clean and cheap) versus after (409A valuation, tax exposure, real friction). It is the concrete 'here is how the paperwork actually works' answer, not a pep talk about fairness.

Founder Equity Split: Rebalancing Cap Tables

From SPZ Legal by SPZ Legal 12 min read

  • Before you raise, the fix is a straightforward share surrender and reissuance at nominal value; the window is genuinely cheap right now.
  • Once real value exists, the same move triggers a valuation and tax consequences and often needs restarting the vesting clock.
  • A stock restriction agreement or amendment resets the vesting schedule so the re-split holds up later.
Open spzlegal.com →
Answers We split equity 60/40 a year ago and it now feels wrong because one of us did far more. Can we still change it?
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